Fake Empire
by bama02614
Summary: AU story surrounding Chuck/Blair and the other UESers and even a few non UESers . Chuck and Blair, and their never ending story of passion and the pain that comes with it.
1. Falling Through the Sky

**Author's Note: **I've been out of the multichapter fic game for a while, but this story came into my head and I just couldn't get it out. It's an AU world, but not entirely. The Upper East Side is still the UES, the characters are still the same, I've just twisted it all around a bit, which you'll see when you read. Anyway, enough summary for this. Tell me what you think. 

**Fake Empire**

Chapter One.

_Tiptoe through our shiny city  
with our diamond slippers on  
do our gay ballet on ice  
bluebirds on our shoulders  
we're half-awake in a fake empire_

The first time she saw him he was standing in the middle of a crowded room, hundreds of people's gazes fixed on his flawless face, and she'd gotten the feeling right then and there that she would never meet a more lonely person in her life. She had been fifteen then, still a spoiled princess who thought life who serve her everything she ever wanted on that beautiful silver platter her father had purchased for her at birth (no doubt from Tiffany's, because anything worth having came from there). He was nineteen, a Yale drop out, and still the most intriguing person in New York society. He was a Bass, after all, and everyone knew Bass men were born to be bad… but then bad was oh so good to those prim and proper society girls who practically begged for his attention.

He had jet black hair that always looked messy even when it was perfectly styled. Through the years she would catch him raking it back from his face, and every time she did she had this insane urge to still his hands and tidy him up again. She could handle him better when he looked like all the other boys of her acquaintance, but when he stepped out of those careful boxes (which he most assuredly always did) she became nervous and uncomfortable, and the strangest stirring spread through her body until she had to force herself to look away. She was a Waldorf after all, and staring at a boy (really a man, even then) was not proper behavior. Blair Cornelia Waldorf was nothing, if not a stickler for the rules of society.

Her father worked for his father, and so she'd known of him for most of her life. The little dark prince who never met a girl he couldn't charm, and never met a father who didn't hate him on sight. He was dangerous. Too wild, too free, too much of everything that wasn't allowed. Blair's mother, and all her old friends would whisper about him sometimes when they had their Sunday teas. Blair was never allowed to sit in as a child, but she'd always snuck into a crevice undetected and listened anyway. She soaked up his exploits like other children listened to fairytales. He was a guilty addiction she would never admit to having, not to her strict mother, or her over indulgent father. She kept her fascination with Charles Bass well hidden.

Later as she got older Sunday teas were opened to her, and she was allowed to hear all the salacious gossip that these good and fine ladies decided to drop into her lap. "Oh, did you hear?" They would coo. Blair would shake her head, and lean in, always eager for his name to be brought up. Sometimes it was. "He gambled away his father's prize horse!" Sometimes their stories revolved around his friend Nathaniel Archibald, or rather THE Vanderbilt heir, because that was how he was referred to. "He's found himself another girlfriend. His mother can't even keep track!" They would laugh wildly at the young Archibald's conquests, each secretly hoping to seduce the boy themselves. And then later as Blair, and her best friend Serena grew older, their whispering even turned on her. "That wild girl… trouble." Yes, trouble surrounded Blair Waldorf, but she'd never been brazen enough to borrow it for herself.

Not until the night of her seventeenth birthday party.

Her parents had gone all out, they'd rented the Palace hotel's ball room, and made it into quite the ostentatious affair. Blair had never been a stranger to glitz and glamour, but there was something about that night that had felt false to her. It was her birthday party, but in truth she hadn't been able to choose a thing about it. Every time she had tried her mother had pushed her out of the room and instructed her to spend another hour in their home gym, "You want to look the best on your special night, darling." Blair, the always dutiful daughter, had done as she was told, and admittedly her dress fit her beautifully when the time came. Still, she didn't imagine a hard body made a happy debutante, not this one at least.

"It's amazing, B." Serena van der Woodsen, quite possibly the most beautiful girl Blair had ever seen, came bounding over in her usual graceful way. Serena, no matter what she was wearing, doing, or saying, always managed to come out looking perfect. Blair tried not to be jealous of that, but nights like tonight, her night, she couldn't help herself. Serena would no doubt be attracting most of the stares, from the boys and men alike. Not that Blair sought out that attention… she didn't. She just didn't appreciate turning into a complete wallflower.

"I suppose." Blair agreed with her, and took a small sip of her champagne. Serena raised an eye brow in response, and Blair let down her guard a little. If there was anyone she could be truthful with, it was her best friend. "It's just… all my mother's doing…" Blair sighed, and took a larger gulp of her drink.

Serena nodded sympathetically, and looped an arm around Blair's tiny waist. "Well, at least she knows how to throw a party. But tonight's your night Blair, and I promise we'll make it special. I have a surprise for you later."

Blair's naturally suspicious nature perked up at this, and she pulled out of Serena's grasp to study her. There was a mischievous sparkle in Serena's blue eyes, and that made Blair's stomach roil with panic. Serena's bright ideas, were never that bright or fun for Blair. In fact, she usually ended up miserable carting Serena's intoxicated self home, and dry cleaning the puke out of her clothes. That, she did not intend to put up with on her birthday.

"I don't think so." Blair shook her head, and put down her empty champagne glass, before reaching for another as a waiter passed. "Whatever you have planned, cancel it. I want a surprise free night, Serena." She told her sternly, but Serena just smiled like the cat who ate the canary, and Blair wanted to throttle her.

"Just wait and see. This is my present to you Queen B." With that Serena kissed her on both cheeks, and then disappeared into the crowd of revelers that had already arrived, leaving Blair all by herself.

"Can't wait," Blair mumbled under her breath, and sucked down some more champagne. She could already tell this was going to be a night she'd never forget. She just hoped it didn't end in humiliation for her, and unfortunately with Serena involved that didn't seem likely. Her plans always found a way to go way off track.

An hour later after a string quartet played the birthday song, and Eleanor unveiled the enormous cake she'd had commissioned for the event, Blair found herself wandering outside through the gardens, a half empty champagne glass in her hand, and a miserable expression on her face. Most of the people in that room had been complete strangers who knew her parents, or kids from her school that she didn't care about at all. Even that obnoxious Nelly Yuki had shown up, and Blair absolutely hated her. She'd bested her on a test in the eighth grade, and Blair was sure she'd found some way to cheat.

"Blair!" A slightly toasted Serena called out to her, and came barreling up from behind. Blair turned just in time to reach out and catch her before she fell and busted her ass. "Oh," she giggled, and took a moment to right herself.

"How much have you drank?" Blair asked, quickly dumping out the rest of her champagne in the bushes. No way would she ever let herself be seen like Serena was now. It just was not appropriate.

"Not that much, B." Serena gave her a quelling look, and Blair let it go. Serena would always be Serena. "Smile B, I'm ready to give you your surprise."

Blair's stomach flipped. "Really, Serena, it's not necessary." Blair assured her, and tried to walk past her friend back into the party. Serena grabbed her arm and held her still though. Blair was strong, but Serena was like an Amazon and she didn't feel like being tackled into the grass. "Serena…" Blair warned, irritation warring with amusement.

"Come on, don't you want your birthday present. I promise you're going to like it. I picked them especially for you." Serena shot her a toothy grin, and Blair couldn't stop herself from smiling back.

"Them?" Blair questioned, envisioning some exotic animal appearing behind her and attacking. That would be Serena's idea of the perfect present, and Blair's mother's perfect nightmare.

"You didn't get me a monkey did you? I told you I-" Serena's laughter quieted Blair's outburst. "Thank God." Blair sighed in relief and waited for Serena to reveal her big surprise.

"A monkey, B? Eleanor would kill me. Nope, something way better. I knew your mother would just invite all those boring guys from our school who have absolutely no idea how to show a girl a good time, and you're seventeen so you should be shown a good time, and I wanted to-"

"What are you talking about?" Blair interrupted Serena's babbling impatiently. So far this surprise of Serena's sounded particularly alarming. If she had hired someone to come here and show Blair a good time, Blair was going to scream to the high heavens and then kill Serena, best friend or not.

"I'm getting there," Serena admonished. "I ran into an old friend in the lobby earlier. He'd been out of town for a while and well – long story short I told him why I was here tonight, and he agreed to throwing a little after party for you. A real party, B, not this big show."

Blair relaxed a little. For once, Serena's plan had some merit. A real party sounded amazing to Blair, she could change out of this dress, let her hair down, and actually enjoy herself without worrying about her mother glaring at her across the room.

"What friend?" Blair needed a few more details before deciding if this was a good course of action.

"Oh, just this guy I used to hang out with. I don't think you ever met him. Don't worry about it though, he knows everyone in this city and I'm sure whatever he puts together will be so much fun. You're seventeen, Blair, don't you want to live a little?" Serena was like the snake holding out the big red apple for Blair to take a bite of.

"My mother would kill me if I just left," Blair protested weakly. In truth she was already thinking of a good excuse to allow her a speedy exit from the ball room.

"You know you want to…" Serena pressed, reaching out for Blair's hands and twirling them both around in a haphazard fashion. For once, Serena was right. Blair did want to. Tonight she wanted to be anyone other than herself, and a secret party sounded like just the thing to shake up her world. No rules, no consequences, because no one would ever know.

"Alright," Blair agreed quickly before she lost her nerve. "I'll handle my mother, you handle a change of clothes." Serena jumped up and down, and twirled around some more like a pagan goddess on crack. Blair smiled at her antics. "Serena," she called her friends attention back to her, "don't go too crazy with the clothes. You know I'm not you."

Serena grinned. "Already taken care of, B. Meet me by the elevators in five minutes. Don't be late." Serena leaned in and hugged Blair impulsively, before gliding back out the way she came.

Exactly five minutes later Blair was waiting in the elevator bank, nervously tapping her foot. Serena was late, as usual. Eleanor could come out of the ball room at any moment and see that her "sick little girl" wasn't so sick anymore, and definitely was not headed home to their penthouse. Serena was dead if that happened.

"Hey," Serena rushed up out of breath and shoved a worn Louis Vuitton bag into Blair's arms. "Sorry, I forgot which coat check boy I'd handed this too and-" Blair raised a hand to stop her, and Serena just smiled. "Come on birthday girl, the night has just begun."

The elevator opened before them, and Serena pushed Blair onto it with her.

"Where are we going?" Blair asked confused. Serena didn't usually keep a room at the Palace.

Serena pulled a key out of the top of her dress, and slid it into the penthouse slot. She smirked at Blair's surprised reaction, but offered nothing more, and Blair was too nervous to ask. Everyone knew who owned the penthouse suite, THE Bass family. Blair had never actually been up there before, it was reserved for close family and friends, but she knew her father had done business there on occasion. She'd never had the nerve to pump him for information on it though, and she had no idea how Serena had gotten a key.

"Did you steal that?" Blair asked scandalized. She could not break and enter. Her mind was already swirling with all the awful possibilities that awaited her. "Serena, no we can't. Let's just go back to the party."

"Blair," Serena giggled, and framed Blair's face between her hands. "My friend gave it to me. He's staying there right now, and this is where the party is. Aren't you curious? The Bass penthouse! It's like legendary, and it's exactly what you deserve for your special day. I've only been up here once before, but I was pretty trashed… I think it was awesome though." Serena looked like a child, so excited, she was about to pee her pants.

"Who's going to be there?" Blair wondered, all sorts of new possibilities now flooding her mind. She knew who occupied that penthouse most of the time, that same dark prince she'd obsessed over since she was a child. Last she'd heard he was in India though, trekking through the mountains, and pissing his father off more than he should have. Bart Bass was an imposing man.

"All will be revealed in time." Serena teased just as the elevator opened before them.

Serena stepped out first, and when Blair hesitated behind her she reached back and pulled her out as well. Blair's heels slid against the marble as she took in her surroundings. The Bass penthouse gave new meaning to opulence, and she meant that in the very best way. It was luxury and class, and everything Blair had ever dreamed of. Her mother should take notes, she decided. This was the way to live.

Blair sighed, and Serena nodded. "I know."

They stood there for another minute, just taking it all in before Serena came back to her senses and went into party mode again. "I think everyone is in the back, but let's find somewhere to change first. We're way too poufy for a party up here."

"Poufy?" Blair echoed, but Serena was already pulling her into the largest bathroom she'd ever seen. The bathtub could easily fit ten people, and Blair just wanted to strip down and climb in. She wondered if she could just move in here, the Basses might never notice.

"Here." Serena shoved some clothes at Blair, and then got to quick work on her own dress and was stripped down within seconds. No one could take their clothes off faster than Serena van der Woodsen. "What?" Serena caught the look on Blair's face and stopped what she was doing. "You're not happy with what I brought you?"

Blair looked down then at the dress Serena had handed her and examined it. She had to admit it was cute, black, strapless, with a touch of pink at the middle. It suited her, a little daring, a little flirty, but still not as crazy as the pink sparkly number Serena was slipping into. Tonight held promise in this dress, so without another word she slipped out of her "poof", and tried on a new persona.

"Those boys won't know what hit them." Serena forced Blair to twirl around for inspection, and Blair actually found herself giggling. Between the champagne and Serena's infectious mood, she was feeling better than she had in a while. She was seventeen, wearing a beautiful dress, and spending her first night in the hallowed halls of THE Bass penthouse, because that cannot be emphasized enough, she decided. Years from now she would tell this story, at a charity brunch when she and all the girls she grew up with were pretending for a good cause, she would let it slip that she spent her seventeenth birthday in the Bass penthouse. Their mouths would drop, and they'd seem a little scandalized, but it would be a victory for Blair Waldorf and she knew it.

"Ready?" Serena asked as she stuffed their dresses back into the bag and shoved the bag beneath the sink. Blair wanted to protest, but something stopped her. Not tonight, she told herself and just nodded. "Good." Serena linked arms with her, and they walked back out into the foyer.

A dull beat of music thrummed through the air, and without assistance Serena guided them into one of the back rooms of the penthouse. Blair tried to take in every detail as she went, but Serena was in a hurry and most of it was a blur. They stopped at the fully stocked bar, and Serena moved away from Blair to launch herself into the arms of a vaguely familiar boy.

"Carter!" Serena squealed in that patent Serena van der Woodsen way, and the boy with the light brown hair, and deep blue eyes smiled back at her and lifted her into his arms effortlessly.

"I was wondering if you'd forgotten," he murmured, and Blair had to admit he had a nice voice. She knew who he was now. Carter Baizen. Wild party boy extraordinaire who abandoned his family a few years back to see the world, and then like all little lost UES boys came home with his head down and his hands out. The money would always be the glue that kept them together. Blair knew that better than most.

"Never." Serena assured him dramatically and laid a loud kiss right on his lips, before disentangling herself and reaching for Blair. "Carter, this is my best friend in the entire world, Blair Waldorf."

Carter smiled at her. "Waldorf. I've heard of you." That was all he said as he assessed her, his eyes starting at the bottom and working their way up. Blair wanted to smack him, or protest the way his eyes were traveling up her body, but when she looked to Serena for a similar reaction Serena just smiled and shrugged.

"Carter Baizen. I've heard of you." She returned, and stared him directly in the eyes when he finally made his way to her face. He stared at her another moment before a smirk broke out across his nearly perfect features, and he wrapped his arm around Serena's shoulders.

"I like her." He said to Serena, and Serena just giggled, obviously amused by him.

"Fantastic," Blair mumbled under her breath, some of her earlier confidence fading. He might be nice to look at, but there was just a bit too much arrogance there for her to be completely comfortable.

"Where is everyone else?" Serena asked, and broke the tension.

"Follow me, my ladies." Carter let Serena go, and she fell back to hold onto Blair once again, as they traveled through a few more impeccably decorated rooms until they made it into the den of debauchery as Blair would later call it.

This room was not like all the others. There wasn't one trace of felinity in it. Instead it centered around the multiple flat screens plastered against the falls and the odd paintings that filled up the rest of the free space. There were couches, and chairs, all exotic and foreign looking, and in the middle of the room was a table that seemed to hold every kind of drug imaginable. Smoke wafted through the air, and Blair was tempted to hold her breath and run in the other direction. The only thing that kept it from looking like a lair from hell, was the open balcony doors, that thankfully were sucking away most of the sweet, tangy smell coming from the drugs that were no doubt being smoked. And there in the middle of all of it was the boy that Blair had been thinking about since she was fifteen years old, Chuck Bass himself.

He still looked lonely, but perhaps a bit happier with a voluptuous redhead perched on his lap, and a blond practically sitting at his feet. Blair turned away from them quickly, and briefly caught sight of Carter whispering in Serena's ear before he headed over to an unoccupied couch, a glass of liquor in his hand.

"Serena," Blair kept her voice low so she couldn't be heard, "I think we should leave now."

"Blair," Serena's voice turned impatient like she was speaking to a child. "Let go for one night. Have some fun. I promise I'll take care of you. I'll be your designated driver." Serena laughed at this, but Blair didn't find it funny. "Come on, it's your birthday B, live a little… don't you ever get bored of being perfect?"

"I'm not perfect." Blair snapped, and glanced around the room quickly to make sure no one was watching them. Thankfully, there were enough alcohol and drugs to keep the other partygoers occupied. "I'm just… I don't do drugs." She told Serena very primly, and folded her hands behind her back. Her mother's party seemed a bit more appealing now.

Serena giggled. "It's just a little pot. Carter promised me they would keep it clean tonight. I know how you are." Blair really hated the way Serena said that, but she kept her mouth shut because she could see her friend was trying. "You should try a little B, it might relax you. I'm sure Nate could hook you up. He's perpetually stoned."

"Nate?" Blair repeated. Serena seemed so at ease in this scene, and Blair wondered when that happened. When had Serena found an adventurous life with Carter Baizen and Nate Archibald, and apparently Chuck Bass, that Blair new nothing about.

"Natey," Serena giggled his name, and then glanced around the room in search of him. "There!" She pointed out a beautiful boy with light blue eyes and a sparkling smile who was lighting up just outside the balcony doors, a few other good looking boys crowding around him ready to share. "I'll introduce you. He'd be perfect for you Blair. He's staying in the city now because his grandfather wants him to start the political machine." Serena laughed at this.

"I'm not interested," Blair told her quickly, afraid that Serena would meddle and try to match make. While Nate was attractive, and his pedigree would make even her mother jump in delight, Blair wasn't interested. She'd heard enough stories about his womanizing to know that he was not a good prospect for future matrimony. And Blair had been taught since birth that you didn't look for boyfriends, you found husbands.

"Oh, fine." Serena pouted a little, and glanced back at him once more, before refocusing on Blair. "Who do you want then? Look around, B. I made Carter invite all the eligible bachelors here for you to choose from. Nate has a cute cousin Trip, but he might have a girlfriend I can't remember. And then there is Carter, but you should know I've slept with him." Blair made a face. "Okay, Carter is out. He seemed to like you though."

"No, Serena." Blair shook her head.

"Fine, fine." She sighed and scanned the room again. "There's Dan Humphrey. He's new money, but your mother is a fan of his mother's art and his dad is a rock star so that has to give him some credibility, right."

Blair took a good look at Dan Humphrey and frowned. She'd met him once before at an art gala, and they had immediately clashed. She couldn't even believe he would be here hanging out with these people, he seemed to disdain them so. But then money changed everything she supposed, even the righteous fell prey to its tricks eventually.

"Come on, Blair. Don't you want to kiss a boy tonight. Forget all the crap about finding a suitable husband. Just find a suitable playmate. You're seventeen and you've never-" Blair reached out quickly and put her hand over Serena's mouth. "Never been in love." Serena finished when Blair removed her hand.

"And you've been in love too much," Blair shot back, growing more and more annoyed. She had no idea Serena had assembled a meat market for her. How ridiculous, and embarrassing. She should have gone with her first instinct about this evening. "I don't kiss strangers."

"Then I'll introduce you," Serena persevered. "Come on, they're hot, they're rich, and you need to get a little wild. You're life is boring, Blair. Don't deny it. You just keep getting more and more unhappy, and I can't stand it anymore. Blair's brooding days are over. Pick a boy or I'll pick for you." Serena demanded.

"You're ridiculous." Blair scoffed, and forced herself not to look in the direction she really wanted to. She wondered if Chuck Bass and his little harem had already found themselves a private room, or God forbid were going at it right there on that black leather couch. She couldn't stop herself from glancing over, and when she did she was surprised to find him alone, laying back against the couch with his eyes closed, and an odd expression on his face.

Serena followed where Blair was looking, and gasped. "No, Blair!"

Blair turned back to Serena quickly, curious as to what the problem was now. Serena was practically pouting, and Blair thought that should be her role since Serena had dragged her into this thing unwillingly.

"What?" Blair questioned confused.

"Not him," Serena whispered, and pulled Blair a little bit farther back from everyone else. She leaned in close, as if imparting critical information and Blair's heart sped up a little. "He's bad. He's very bad. You can't. I can't let you." Serena shook her head again.

"You're not making any sense, and I have no idea what you're talking about. Who is bad?" Blair had a feeling she knew exactly who Serena was talking about, but she still wasn't going to voice that out loud. Blair's little fascination was hers alone, and she wasn't even going to share it with Serena. It was too embarrassing, and Blair didn't do embarrassment well. She got blotchy.

"Him." Serena wouldn't say his name, but she pulled Blair around until they were both looking in Chuck Bass's direction. He was still lounged back against the couch, his legs outstretched before him and resting on an oddly shaped glass table before him. Blair imagined he must have picked it up on his travels, and just the thought of that excited her. He had seen the world, done things she'd only ever imagined.

"Him," Blair pulled herself together, and forced all thoughts of Charles Bass out of her head. "Serena, I've never met him. I don't even know who he is. What I do know is that I don't appreciate you bringing me up here like chattel you're trying to sell off. I hope you didn't tell anyone what you were planning."

"Of course not, Blair." Serena assured her. "I just told Carter it was your birthday and I wanted to give you a good time. He took care of the rest. I didn't even know, you know who would be here, he's never in the country."

"Oh, for God's sake, Serena," Blair was getting irritated, "can you please just say his name."

"It might conjure the devil," Serena mumbled under her breath, and Blair couldn't stop herself from laughing.

Serena laughed then too, and a few people turned in their direction. One of those people was Chuck Bass, and for a minute Blair's gaze collided with his. It felt like all the air got sucked out of the room, and then whooshed back in at the same time, nearly socking Blair in the chest. She'd heard you could faint from shock, but she'd never imagined you could pass out from someone looking at you. He had the darkest brown eyes though, nearly black pools actually, and she could feel herself being sucked in deep. They were bottomless, and the look in them terrified her. Before she could force herself to look away, Serena grabbed her arm and pulled her into the deserted room they'd walked in through before.

"He's trouble, Blair." Serena had never looked more serious, but for some reason all Blair wanted to do was laugh, and say so what. So what if he's trouble. So what if he's as bad as they say he is. He's beautiful, and he's seen the world, and he's everything I'll never be. Blair wanted to say all of that to her best friend, and somehow make her understand, but she couldn't find the words, and she wasn't ready to share that piece of her soul.

"I thought you liked trouble, S." Blair volleyed back, eager to step back into the room and see what Chuck Bass was doing then. Had she imagined him staring back at her. She sighed to herself, it was possible. Never let it be said that Blair Waldorf didn't have a very active imagination, she did.

"I like fun trouble." Serena returned, a worried scowl on her face. It was unusual to see Serena van der Woodsen anything but bubbly, but her mood had definitely taken a nose dive.

"And he's not?" Blair knew she shouldn't push this. If she let the conversation go much further Serena would truly become suspicious, and she could very well figure out that Blair was slightly obsessed with the dark haired, dark eyed, wanderer in the other room. Blair would rather die than have that happen.

"No," Serena shook her head. "He's something else entirely. Promise me you're not going to…" Serena couldn't even finish her thought, she just shot Blair an imploring look, begging her to agree.

Blair pulled herself together quickly, and plastered a fake smile on her lips. "Of course not, Serena." She made sure it sounded like the very idea was repulsive to her, and relief flooded Serena's face. "I would never in a million years like Chuck Bass."

"I'm heartbroken." A smooth seductive voice sounded behind Blair, and she closed her eyes saying a silent prayer that it wasn't who it had to be. She'd never had an actual conversation with him, but she'd eavesdropped on his conversations enough to recognize that voice. It still sent a thrill down her spine to hear him, but there was also fear and trepidation there now as well. She'd just insulted him in his own home, and the worst part was that she didn't mean a word of it. Of course she liked him, she'd liked him since she was fifteen and first laid eyes on his darkly handsome face.

"You have a heart?" Serena jumped in with a flirty smile, and a light laugh that she always used to diffuse uncomfortable situations. Blair mouthed a silent 'thank you' to Serena before forcing herself to turn around, and meet Chuck Bass head on. His eyes were the first thing that sucked her in, and for a minute she truly thought she was going to stop breathing.

He was hypnotic.

"You've wounded me van der Woodsen." He sent her a brittle smile, and Serena tried to keep up her flirty façade, but it was crumbling quickly. For whatever reason, Chuck Bass, intimidated Serena, and Blair could tell she was searching for the exits already.

"Oh, I'm sure you're made of tougher stuff than that, Bass." She glanced behind him, and a bright beautiful smile morphed over her features. "Natey!" She called out to the gorgeous Vanderbilt heir, and swished past Chuck as quickly as she could to get to her old friend. Blair opened her mouth to protest being left all alone with a boy she'd never even been properly introduced to, but Serena was long gone.

"Shut your mouth, Sweetheart. The look doesn't suit you." There was an edge to his voice that shocked Blair back to reality, and her attention snapped back to him. His clothes were wrinkled, his hair messy. In truth he looked completely unkempt, but he also looked like the sexiest man she'd ever seen, and that scared her. She did as he said, but still couldn't offer a proper response. She couldn't even manage, a "Hello, my name is Blair."

He walked past her, and his movements reminded her of a Panther. He was graceful in his own way, but there was also the sense that he was stalking his prey. Currently, his prey, was the bar, and he reached for a bottle of Scotch to fill up his empty glass. Blair observed him silently, hoping he didn't catch her staring, but unable to actually turn away from him. Besides, she felt it would put her at a distinct disadvantage if she turned her back on him. He was someone who had to be watched at all times, and even then if he sprang, she wasn't sure what she could do.

Words had always come easy for Blair, but not tonight, not with him. He'd not only robbed her of breath it seemed, but some of her mental capabilities as well. She probably resembled a helpless little guppy to him, and later he would laugh about her with all his worldly friends. The thought made her cringe, and want to go hide in his big beautiful bathroom again. She wanted her ball gown back, and the pins in her hair. She didn't know who she was standing in her little black dress, her hair falling down her naked shoulders. This wasn't her, none of this.

He finished pouring himself a drink, and then promptly drank it down in a thirsty gulp. He refilled his glass again without looking over at her. She could have been a statue for all Chuck Bass cared. He'd already forgotten she was in the room. Blair folded her hands before her, and forced herself to look away from him at the bar. Serena had deserted her, but she was Blair Waldorf, Queen B as they all called her, and she could salvage this night. Maybe if she just tiptoed out of the room, he'd forget the encounter all together and she could never revisit this humiliation again. Serena, of course, would be getting an earful for abandoning her later.

"Here." Blair was shocked to look up and find Chuck Bass standing right in front of her, holding out his half full glass of Scotch for her to take. She stared at it blankly for a minute, but then thankfully came to her senses and grabbed it from him. "Drink." He ordered as he stalked past her, and dropped down onto an antique arm chair that Blair had admired earlier.

Blair looked down into the swirling liquid, and tried not to grimace. She hated Scotch, but to refuse him would be another insult, and she'd already embarrassed herself enough. She pulled the glass to her lips slowly, and sipped at the bitter liquor. One sip, two sips, and then she finally lowered it again. She glanced at where he was sitting and found him watching her again, an impenetrable expression on his face. He probably thought she was a complete joke, but what could she do about that now.

"Come sit down." He patted the small space beside him, but Blair didn't move. She just watched him warily, trying to figure out what was going on in his head. "Come." His eyes met hers dead on, and he refused to drop his gaze. The sucking and whooshing started up again, and Blair decided to sit just so she didn't faint.

He didn't move over to accommodate her, so when she sat their thighs were pressed up against each other, and her dress spilled over his pants leg. Black on black. It should have looked funny, but it didn't. Instead, it looked right, and that thought made a warm heat spread down Blair's neck. She'd kissed boys before, but they were only boys, and she knew right from the first moment she'd seen Chuck Bass he'd never been a boy. He'd been born with this power and confidence that she so desperately craved for herself. It was what her mother had, but her father lacked, what she herself could never hope to attain. Chuck Bass made it all seem effortless though, and she envied him for that. They came from the same world, but some part of her knew even then they were light years apart.

He grabbed his glass of Scotch back from her, and threw back his head as he finished it off. She watched his throat muscles ripple as he swallowed, and her blush turned hotter until she made herself look away from him. She heard, rather than saw, him place the glass on the plushly carpeted floor, and then there was complete silence again. She wondered if he was watching her. She wondered when he would get bored with her company and head back into the other room to find that redhead or the blond from earlier. They obviously knew how to deal with men like Chuck Bass. Blair had always thought she did, but tonight she realized how sorely wrong she was.

She felt the material of her dress rustle against her bare legs, and she turned back to find him rubbing the dress through his fingers. It seemed like an absent minded gesture, but it made Blair's heart speed up all the same. If he had been a boy from St. Judes she would have shooed his hand away and primly told him not to wrinkle her dress. But he wasn't, and the thought of smacking Chuck Bass's hand made her want to break out in hives. He dropped her dress and it laid down against his pants again, just like before, but this time it looked more violated. It should have distressed her, but instead that same warm feeling from earlier crept back, and she had to stop herself from sighing.

She decided she only needed just a few more minutes of companionable silence with Chuck Bass to be content. Just a little more of this intoxicating feeling, and her seventeenth birthday would never be forgotten. In truth, she knew this was a story she would never tell those women at that far off charity mixer. She would never share this with Serena either. It wasn't even something she could describe to herself. It just was, a moment in time, when they existed in the same place, and he actually knew she was alive. A moment where she actually felt like she was a living participant in her life, and not just a life sized doll her mother ordered around.

Chuck laid his head back against the edge of the arm chair and closed his eyes again, just like she'd seen him do earlier. Blair watched him silently, tracing and then retracing all the little imperfections on his face. He had a tiny scar right on the edge of his right eyebrow and she yearned to reach out and run her fingertips over it. She instead clasped them tightly in her lap. He stayed like that for quite a while, and slowly Blair began to relax as well. Her dress was still laying against his legs, and their thighs were pressed together so tightly that she could feel the heat from his body seeping into hers. For a minute it seemed like she was absorbing his life force, and a heady feeling filled her heart. She smiled, because she couldn't stop herself. And then in the only act of defiance she could come up with, she kicked off her shoes, and let her toes rub against the amazing plush carpeting Evelyn Bass had no doubt picked out. Her bare foot edged towards his sock encased one, and she lightly bumped him. She waited for him to open his eyes, or move his foot, but he just stayed perfectly still instead.

Blair's heart was going so fast now she was sure it would bust out of her chest at any moment. Could he hear it? Did she even care at this point. She stared down at where their feet met on the floor. His black socks against her, perfectly pedicured pale foot. Her toes were painted with a shimmery lavender to match her gown from earlier, and the contrast with his black foot was glaring, but also captivating. She couldn't look away and she didn't want to. The fact that she was very nearly playing footsy with Chuck Bass didn't escape her, even if he didn't know it was happening.

This kind of perfection couldn't last for very long, and Blair was brought back to reality when he let out a tired sigh and opened his eyes. Blair quickly moved her foot away from his, but she couldn't stop herself from meeting his gaze. She could see all his secrets churning in his eyes, but she was way too terrified to even try to tap the surface. He continued to stare at her for what seemed like forever, but was actually only a few seconds. Blair stared back, because there was nothing else she could do.

"Happy Birthday," he whispered. His voice was soft and gravelly, and it echoed all around them in the deserted room. Blair blinked in response, and opened her mouth to respond, but the smile that flitted across his face ever so briefly stopped her. Whoosh. There he went again, stealing all her air.

He rose from the chair beside her, and her dress fell back onto her own lap. It looked lonely and bereft there, exactly how Blair felt. She looked up to watch him leave, and found him hovering over her. His eyes had the faraway look in them again, and she wanted more than anything to ask him what he was thinking. He didn't give her the chance though. He leaned in quickly, and placed a chaste kiss upon her cheek, before running his finger through a lock of her hair, and then disappearing again.

"Thank you," Blair whispered once he was finally gone.

She sat there for a few more minutes before Serena reappeared, her face flushed, and an excited look in her eyes. "There you are." She acted like she'd just misplaced Blair, but Blair was too stunned to yell at her about her earlier abandonment. "Nate wants to make a late night run to Pinkberry and I said we would come. You're up for it right?"

Blair wanted to tell her no, that she was never leaving this place, never leaving Chuck Bass. He had a hold on her now, and her addiction was growing. She couldn't get the words out though, and Serena took her silence for acceptance of this plan. Before Blair knew what was happening, Serena had grabbed her arm, and was pulling her towards the elevator as she called out her goodbyes to a few people still at the party.

Nate Archibald materialized beside them, and Blair briefly glanced at him. It disturbed her how perfect looking he was. His hair, his eyes, even that dopey smile that mirrored the one Serena always wore, was perfect. She now understood completely how all these seemingly smart girls fell in love with him. And looking at him, with all his innocence and exuberance for frozen yoghurt of all things, she even kind of believed that he didn't mean to break all the hearts that he did. He couldn't help it, just like Serena.

They hopped in a cab and headed to the nearest Pinkberry. Nate paid, and he and Serena giggled about some wild incident in a fountain a few years back that Blair had never previously heard about. She smiled, and laughed along with them, and tried to forget that haunting man that she'd shared her life with for a few precious moments earlier in the evening. Serena and Nate didn't seem to notice the far off look in her eyes, and for that she was grateful. Her seventeenth birthday ended with a kiss on the forehead from Nate Archibald, and one on the lips from Serena van der Woodsen. But years later, when she was old and gray, and thought about this night, she knew she wouldn't remember that. She would remember an antique arm chair, Scotch, black socks, lavender toes, and plush carpeting. She would remember his lips, and his hair, and the way her dress looked spread across his legs. She would remember it all, just like she knew she'd remember every moment she ever got to spend with him.


	2. Breathe In, Breathe Out

**AN: **Wow, the response to this has been so fantastic. I just wanted to thank everyone who read and reviewed. Writers often say this, but it really does mean a lot. I love hearing what you like, and also what you don't like, because I can sometimes have tunnel vision with my creations. Anyway here's chapter two. I really wanted to start from the beginning in this world so things are slowly building right now, I think after this chapter and the next it's really going to pick up. Yay, for that. -Whit

**Fake Empire**

Chapter Two.

_Cause there is a light _

_In your eyes, in your eyes_

_And there is a lie_

_In your eyes, in your eyes_

Blair met Chuck for the second time, just months later at her mother's annual holiday party in December. He arrived in the middle of hors d'oeuvres with a file that his father wanted Harold to go over. Eleanor was her usual pushy self and insisted that Charles at least stay for a bit, "you'll disappoint me if you don't," she cooed in her authoritative manner, and Chuck had no choice but to relent. It was clear to Blair that he was dressed for plans of his own, but no one dared to insult Eleanor Waldorf in her own home, so he was stuck. There were two seats at the table open, one beside Harold at the head of the table where a senator had been seated before he'd been called away on some political emergency, and one right beside Blair that had never been occupied. Chuck didn't hesitate. He slid in right beside Blair.

The next hour felt like an eternity as Blair sat beside the object of her desires without saying one word to him. She wondered if he even remembered her from that night at his penthouse. It wasn't like she'd done anything to make an impression, except being a complete mute. Blair decided that being who he was, Chuck Bass probably had a lot of females lose their voice around him. So she wouldn't even be special in that manner. He'd barely glanced at her at all during the main course, instead he'd mostly kept up with the business conversation at the table, and responded to whatever inane questions Eleanor had asked him. Blair felt like she was invisible, and she absolutely hated that feeling. So she leaned back in her chair, and slid her shoes off, letting her feet dance around on the hardwood floor beneath her. It felt cool against her toes, and she amused herself by tracing naughty words against it, smiling every once in a while when she decided upon a deliciously revolting phrase that would make Serena cackle with glee, and her mother run from the room in shame.

Blair had just traced a particularly raunchy word, and was smiling like a Cheshire cat when Chuck finally turned in her direction. He was sipping at the desert brandy that Dorota had just served, and watching her through his lowered lashes. It took her a moment to recover, and stop what she was doing under the table. Her own desert laid untouched before her, and he looked between it and her for a moment before Eleanor called out to him again, and he looked away. Blair let out a relieved breath when she was finally out of his thrall, and searched around for her shoes beneath the table. It was time for her to retire to her room with some feigned illness. She couldn't watch her mother badger him any longer. It was just too embarrassing. He would remember her tonight for sure, as that poor unfortunate girl who's mother was such a beast. Not exactly how you wanted Chuck Bass to think of you.

"Oh Charles, I just realized. You and Blair haven't met before, have you?"

Eleanor's voice rang throughout the room like a death knell. Blair stopped fumbling her foot beneath the table, and jerked her head around. She wanted to melt into her seat. He either remembered her, and she got into hot water with her mother when he relayed that, or he didn't and she'd realize she was as utterly forgettable as she always feared. She knew without a doubt if Eleanor had asked him about Serena he would have remembered her. No one forgot Serena.

Chuck turned in his chair again, and met Blair's panicked gaze head on. He took his time in answering, swallowing another sip of brandy as he continued to appraise Blair. Blair saw recognition in his eyes, and wondered if it had always been there. She smiled unable to stop herself, and he smirked back at her. He did remember her. She no longer cared if he ratted her out to her mother, something momentous had happened tonight. She somehow mattered more because Chuck Bass knew her. He remembered their shared chair of silence. Red tinted Blair's cheeks, and she forced herself to look down demurely. People would begin whispering if they kept staring like that.

"We've run into each other before." That was all he offered, and before Eleanor could press further. He set his empty brandy glass down, and stood up from his seat. "I'm afraid I must be going." He turned to Eleanor as he spoke, realizing she wore the pants in that family. "The dinner was lovely. Thank you for allowing me to share it. Mr. Waldorf." He nodded at Harold, and then turned to find Dorota eagerly waiting with his coat. He took it from her with a charming smile, and turned towards the outer room where he could finally escape.

Before he left he leaned down towards Blair, turning his back to the rest of the room and shielding their conversation from prying eyes. "Good evening, Miss Waldorf." He smirked at her, and she smiled back, because there was nothing she wanted to do more. Then he pulled something out of his pocket and discreetly dropped it into her lap without anyone being the wiser.

"Good evening." She whispered back, clutching the fallen key card in her hands. He disappeared out of the room, and she forced herself not to watch him go. When she looked down at the card in her hands she recognized it right away. It was to his penthouse. An invitation. A little thrill shot through her body, and when she looked up again she found her mother watching her with a suspicious scowl. "He's interesting." She said, addressing the whole table, and hoping the conversation got carried away before her mother could grill her.

"Mmm." Eleanor nodded, and then turned towards Harold and started up another line of conversation. It didn't matter though. The rest of the party was spent with whispers about the young Bass heir, and how handsome he had become. Blair wanted to laugh at them. Chuck hadn't become anything. He always had been, and they all knew it. They feared him though, she could feel it in the room. He was a little too much like his father, all hard edges and mysterious eyes. They wanted to be close to him, to the power he emanated from his very being, but there was something about him that repulsed them as well. Perhaps some survival instinct that Blair did not yet possess.

The party had dispersed by ten o'clock, and Blair was still clutching the key card in her hand. She was sure by now she would have permanent dents in her palm, but she simply didn't care. She wasn't sure why he'd given it to her, or when she was supposed to use it. Was he having another party tonight? Is that what Eleanor had held him up from, and was she now invited? And not just invited, but she'd been given a key. It felt sacred in some way, and she hated the thought of having to return it to him. She wanted to lock it away and savor it's meaning. He remembered her. He wanted her company. She wanted to call Serena and ask her what it all meant, but she hadn't shared her infatuation yet, and she didn't feel like now was the time. This was still new, still all Blair's.

"Blair," Eleanor appeared behind her in the foyer, stopping her from ascending the stairs to her room as she wished to. Blair turned around slowly, forcing her expression to be neutral. Her mother was a shrewd woman, and she knew Blair better than almost anyone. "Lovely evening, don't you think? Better than expected." Eleanor waited, and watched.

"Yes." Blair nodded agreeably, and tried to head for the stairs again. Eleanor reached out and physically stopped her then. "Is there something else?" She asked in her coolest tone, hoping to discourage further conversation. Blair had enough on her mind without her mother's ceaseless meddling.

"I didn't realize you'd met the young Bass before…" Eleanor left that leading statement, and continued to scrutinize Blair's every expression.

Blair remained calm, and allowed a small smile to slide across her stiff lips. Her mother was playing with her now. "Just once. At The Palace. I was with daddy, I believe." Blair's father would just assume this was true if Eleanor ever asked him. "He's nice enough, I guess." Blair shrugged, and then carefully removed her arm from her mother's grip. "I'm tired. I'm going to call Serena, and see if she wants to sleep over tonight."

Eleanor nodded. "Goodnight, darling." She dropped a quick kiss on Blair's forehead before disappearing into another room, most likely in search of Harold so she could grill him about Blair's supposed encounter.

Blair took the stairs two at a time, and hurried down the hall until she was locked safely away in her room, the key still firmly implanted in her palm. She opened her hand to look at it again, and then very carefully placed it on her dresser while she headed to her closet. She would call Serena and tell her she'd heard of another party tonight. Serena was always up for that. Then they would head to The Palace, and Blair would casually mention that Chuck Bass came to their holiday party and handed her this key. The elevator would arrive before Serena could grill her further, and then when the alcohol began flowing Serena would forget all together. It was the perfect plan, and Blair felt like her entire body was filled with all this energy she'd never felt before. She wanted to run around the street and scream out loud. She could just imagine how scandalized her mother would be if she did that, but she didn't care too much. She didn't care if everyone on the Upper East Side saw her entering The Palace and headed to the Bass suite. She was going, consequences be damned.

She searched through her closet for something to wear, but decided nothing she had would do. She wanted to be daring. She wanted to show Chuck Bass that he hadn't been wrong to invite her. She wasn't just a good little society girl who always towed the line. She was crossing the line tonight just by going to his penthouse. She'd lied to her mother, she was lying to Serena. This felt like the craziest thing she'd ever done before, and she liked it. She wanted more of it.

Blair made the phone call to Serena, and as always her friend was up for it. Twenty minutes later Blair was in the van der Woodsen penthouse with a big smile on her face. Serena gave her an odd look but didn't comment, and dragged Blair right into her closet.

"Okay," Blair sucked in a deep breath. "Find me something-"

Serena interrupted her before she could finish. "I know, I know. Not too much. Don't worry Blair bear. I'm just excited you're so jazzed to do this. Where is this party anyway?" Serena asked casually as she flipped through the racks of her clothing. She pulled out a few dresses that Blair shook her head at and kept looking.

"The Palace." Blair responded just as casually, hoping Serena didn't start an inquisition yet. Her plan depended on Serena staying in the dark until the very last minute. Thankfully Blair spotted the perfect dress before Serena could ask more. "That one!" She bit her lip to stop herself from smiling like the fool she felt. "It's perfect." She ran her fingers across the soft material with reverence. She was sure she'd never seen Serena in this dress before, and she was glad. The comparisons couldn't be too damning then.

Serena frowned. "My mom bought it for me, you can have it." Serena pulled it down with a careless yank and held it out for Blair. Blair took it quickly and walked into the other room to change. Serena was still in the closet searching for herself. "So, The Palace?" Serena called out.

Blair didn't respond, and instead busied herself with undressing, and pulling the dress on. It clung to her in all the right places, and when she looked into the mirror she couldn't really believe it was her. Her mother would gasp and say she looked indecent, but she didn't really care what her mother thought. She was way more interested in what Chuck Bass would say when he saw her tonight. She hoped he liked it. She hoped this was a night she would never forget.

Serena walked out a minute later, a shorter, more provocative dress on, but Blair didn't care. Chuck Bass gave her his key card, not Serena. This was her night to shine, and for once she didn't feel so inferior to her best friend. Sure, Serena looked beautiful as always, but Blair did too. And for once she felt like she was – felt like she could do anything she set her mind to tonight. Her mind, as always, was on Chuck Bass. And perhaps she'd manage to keep his mind on her as well. The thought made her smile.

"What has you so happy?" Serena asked as they headed for the door.

Blair shrugged, "It's a beautiful night out, don't you think?"

Serena watched her closely for a moment, before nodding. They didn't speak another word until they arrived at The Palace and headed for the elevator banks. It was show time, and Blair was prepared.

When Blair pulled out the key card and slid it in, Serena didn't say a word. She even managed to stay silent when it dinged, and the doors slid open to the Bass penthouse. But when Chuck Bass himself nodded at Blair from across the room of his smoky den, Serena could no longer hold her silence, and pulled Blair away from the other party goers.

"What is going on, Blair!" Serena's voice was loud, and her face was pinched. Blair almost laughed, it was one of the only times Serena hadn't looked absolutely perfect. "B…?" Serena waited impatiently.

"Chuck Bass came to my mother's holiday party. Some business thing with my father. He invited me to come over afterward to this little… gathering." Blair decided that sounded better than party, and really since there were only about 10 other people there it couldn't be considered a party anyway.

"Chuck Bass just invited you to his penthouse… gave you a key?" Serena stared at her incredulously.

"What?" Blair snapped. "Guys only give you keys to this penthouse. Don't be such a bitch, Serena." Blair started to walk past her friend into the other room, but a contrite Serena pulled her back quickly.

"That isn't what I mean, B." Serena sighed, and raked her fingers through her already messy hair. "It's just… this isn't your usual crowd. Do you even know any of these people?" Serena motioned to the other room, where girls and guys of their acquaintance were lighting up, and drinking like their lives depended on it. In truth, Blair recognized almost every face in there, but she didn't exactly run in that circle and Serena knew it.

"So, maybe I want a change, Serena." Blair pulled Serena back further so they couldn't be overheard. "Maybe I need a change." She implored Serena to just understand, like Blair had always tried to do for her. "I'm sick and tired of holiday parties with my parents, and mixers with our classmates. If you didn't notice they're all boring little lemmings. And I've been the same. I've always followed the rules. And I'm sick of it…" Blair let out a defeated breath, her mood was already souring. "I thought you of all people would understand." She whispered softly, and tried to fight off the stinging behind her eyes. She could not cry in Chuck Bass's penthouse.

Serena's face immediately softened, and she put her arm around Blair's slight shoulders. "I do understand, B… I guess I'm just surprised. Doing wild and crazy things is my deal." Serena laughed at herself, and Blair cracked a tiny smile. "I'm behind you one hundred percent. You want to go crazy?" Serena smiled devilishly. "Then let's do it." She grabbed Blair's hand and yanked her into the other room before Blair could even protest.

Not that she was going to anyway.

Serena spotted Nate and Carter right away (and Blair idly wondered if they ever detached from Chuck Bass). Serena dragged them both over, and Blair was hit with the tangy smell of pot. She coached herself not to grimace or cough, and after introductions (again) she finally had a handle on her gag reflexes. This is what crazy people did apparently, and Blair was all in.

"How's the birthday girl doing?" Carter purred at her, and Blair smiled back. He was a complete sleaze and she knew it, but wild Blair was going to flirt back.

"It's not my birthday anymore." She made sure to use her most alluring pout. Carter smirked back at her, and she reached out to snag his glass. It tasted foul, but she took a big sip before handing it back.

He smiled impressed, and Serena raised her eyebrows in surprise. Nate just continued smoking, and Blair wondered if he ever did anything else. Perhaps if she smoked, she too would be as mellow and relaxed as Nate Archibald. She considered asking for a puff, but then rethought it. She had to have a little control tonight.

"That's a shame," Carter returned, and sidled up to her, slipping his arm around her waist, and fitting his hand to her hip like it belonged there. She decided she would let it stand for now. Chuck was across the room with that same red head from her birthday, and they looked quite occupied.

Blair frowned.

"Something wrong?" Carter leaned in and whispered in her ear, so Nate and Serena couldn't hear them. Blair looked at her friend across from her, and she was already taking a hit from Nate's joint. Fabulous.

"Nothing," Blair assured him with a sugary smile, and grabbed for his drink again. She would need a little more liquid courage it seemed. She intended to talk to Chuck Bass tonight, and if she had to throw that red head off the balcony so be it.

"You're not like I thought you'd be." Carter continued to whisper into her ear, even though there was no need. Blair supposed this was part of his regular game and played along. He smelled good, and there was no harm in flirting.

"What did you think I'd be?" Blair returned, meeting his gaze head on. The blue of his eyes were murky, and she had the feeling that he saw a lot more than she wanted him to.

He just smiled and downed the rest of his drink. When he finished he let go of her waist and turned in the other direction. Blair thought he was just going to leave her there, but at the last minute he reached back for her hand, and mumbled "come on" before pulling her across the room to the boy she'd been thinking about all night long, and the red head attached to his lips.

"Bass." Carter interrupted, and Blair had to swallow the bile in her throat. That red head was Georgina Sparks, and while Blair tried her very best not to hate, she hated Georgie. That girl was a complete psychopath, and everyone knew it. She guessed Chuck didn't mind, and that irritated her more than it should have. Blair Waldorf didn't do jealousy, especially with Georgina Sparks. There was class, and then there was trash. Blair knew where she stood.

"Baizen." Chuck greeted him lazily, and shoved Georgina off his lap. Georgie's face fell for a moment, before she pulled it together, whispered something in his ear and stood up. She stopped when she saw Blair, and Blair waited for something nasty to come out of her mouth. Surprisingly, she just smirked in her usual taunting way and sauntered off.

"A friend of yours?" Carter asked, seeing the obvious tension.

"Hardly." Blair scoffed, and wished she'd had another drink in her hand. Here she was standing in front of Chuck Bass again, and she'd yet to say a word to him. Unfortunately, nothing witty came to mind, so she just waited to see how it all played out.

"Interesting." Carter smirked again, and Blair was growing annoyed with that knowing look. "I'm going down to Victrola. Waldorf is coming with me. You in?" Carter said this all very matter of fact, and Blair wanted to smack him. There was no way she was leaving the Bass penthouse, that Chuck Bass himself invited her to, to go anywhere with Carter Baizen. She was just about to say this when Chuck answered.

"Five minutes. I'll call the limo around." Carter nodded, and walked off towards Nate and Serena, leaving Chuck and Blair alone for the first time since her birthday. She knew she had to speak now, or forever look like that dimwitted mute girl his father's lawyer spawned.

"Thanks for the invite." She tried to sound cool and unaffected like Serena always did, but the look on his face told her she fell flat. He wasn't laughing though, thank God.

He nodded, and reached for the bottle of tequila that was currently sitting on the table before him. He raised it to his mouth and took a swig. Blair noticed a tiny trail slipped past his lips, and dribbled down his chin. She wondered what he would do if she went completely crazy and licked it off. When she met his eyes again, they were darker than before, and a chill ran through her body. If Carter saw things she didn't want him to, it was like Chuck saw all the way through her.

Blair sat down beside him without being invited, and reached for the bottle of tequila he was holding. He didn't loosen his grip, and soon both their hands were wrapped around the bottle. A kind of silent war she didn't even understand. Isn't this what people did around him, drink, do drugs, be crazy. She was trying to fit in, but she was already failing miserably. Chuck finally released his hold on the bottle, and sat back again. His eyes stayed on her though, and she was determined not to fail at whatever test he was giving her. She brought the bottle to her lips just like he did, and she managed to swallow a gulp without spitting it out. That was truly a feat though, because it tasted disgusting, and Blair wanted mouth wash more than anything.

Chuck took the bottle back from her and placed it on the table out of her reach. If it had been anyone else, she wouldn't have thought that purposeful, but something about Chuck told her every move he made was carefully planned out. He didn't want her drinking anymore of his Tequila, and she wasn't going to push it.

"Do you know what Victrola is?" He asked her, his voice low and seductive, but there was also amusement hiding in its depths tonight.

"A club." She guessed, and his smirk told her she wasn't right. "Not a club?"

A real smile cracked over Chuck's lips then, and she was even sure he'd actually laughed beneath his breath before responding. "I guess it's a club. Probably not your kind of club though."

"How would you know what my kind of club is?" She returned quickly before she lost her nerve. They were actually having a conversation, and she didn't want it to end. She could have told him that she didn't have a type of club, because she'd only been to one or two and liked neither. The loud music, the grinding sweaty bodies. It was too uncontrolled, too wild. She liked things her way, and things never were at places like that.

"Perhaps I don't." He looked away from her then, and closed his eyes. Blair felt like a complete failure. She couldn't even keep his attention for five minutes. "Do you like Carter?" The question shocked her, and she was silent for a minute too long, because he opened his eyes again and speared her with his dark gaze. She would swear on a stack of bibles that there was no one on the entire planet with eyes as black as his.

"Carter?" She repeated his name dumbly. She didn't even know Carter. He seemed amusing, but he was for Serena. Blair's fantasies only starred one dastardly prince, and his name wasn't Carter Baizen. She didn't think that was the appropriate response though. "He's interesting." She allowed, trying to seem more mysterious than she felt.

"He likes you." Chuck told her matter of factly, and she wished that he sounded like he cared even a little bit, but he didn't. There was no emotion behind his words, no warning even that Carter was a bad guy. He acted as if they were talking about what their favorite colors were.

"Does he?" Blair shrugged, and glanced around the room for Serena. She was nowhere to be found though, and Blair was getting antsy.

Chuck's phone buzzed in his pocket, and she was close enough to feel it. He pulled it out, read something that displeased him, and then excused himself to the other room, leaving Blair all by herself. This evening was not going as planned. Not only was Chuck not paying attention to her, but it seemed he was trying to foist her off on Carter. She needed her silk La Perla nightgown, and her favorite chocolate covered cherries.

The seat dipped beside her again, and she looked back hoping to find Chuck. Her misfortune continued though when she found Georgie there instead. That evil viper was eying her like she was breakfast and Blair began to feel queasy. She shouldn't have drank that Tequila.

"Can I help you?" Blair snapped, going on the defensive immediately. She couldn't give Georgie an inch, or who knew what would happen. Blair had nightmares of hair pulling, and shoe throwing – broken nails, and torn dresses. Georgina was just crazy enough to do that here, in front of all these people.

"You don't belong here, Blair. Look around you, you don't fit in." Georgina's eyes were alight with evil glee, and Blair really did want to slap her. She didn't need Georgie to put voice to every single insecurity running through her head right then. Where was Serena? Hell, where was Carter.

"Run along now, Georgina. I don't have time for your little games. I'm sure there are plenty of willing victims around here who haven't figured out just how vile you truly are." Blair tried to stand up then, but Georgie grabbed her with a vice like grip and pulled her back down hard.

"Do not walk away from me little girl." Georgie had violence in her eyes, and Blair felt her own anger rising. She yanked her arm away, and rubbed at the red imprint left behind. "I know why you're here. It's pathetically obvious, and you're not going to get what you want this time."

"Stop being delusional, Georgina." Blair chided her, and prayed her heart would calm down. Georgina couldn't know why she was there, or who she was there for, but Blair was beginning to panic. Georgie was just the evil kind of bitch who would use that against her and ruin her reputation. She could just hear the ladies from her mother's teas talking about that pathetic little Waldorf girl, panting after the Bass heir. She would not be the butt of anyone's joke… ever.

"He's out of your league." Georgie shot right back. Fear flared in Blair's eyes, and Georgie spotted it right away. A triumphant smile broke out across her mouth, and she leaned in extra close to Blair's face. "How sad and pathetic you are, Waldorf. You're just a little girl, and he's a man. You'd have no clue what to do with him." Georgie cackled, and Blair's face was white as a ghost. She wanted to puke right there on Chuck's expensive couch, and she would have had he not appeared at that moment.

"What's this?" He addressed his question to Georgina, and Georgie blanched but didn't respond. "I asked you a question." There was a warning in his voice that Blair didn't miss, and neither did Georgina.

An innocent expression overtook her features, and she stood up, getting as close to Chuck as she could. Blair looked away, but she could still hear them.

"Just a friendly little chat. Blair and I go way back." Georgina was a skilled liar, and Blair held herself back from calling her a deceitful bitch.

Chuck didn't.

"I doubt there was anything friendly about what I walked in on." Blair turned back, and watched the storm brewing in Chuck's eyes. He looked furious with Georgina, and Blair wanted to cheer. "The evening is at its end. I'll see you later." Chuck dismissed Georgie as if she was nothing, and though she huffed a little, she didn't fight him. She sent one last nasty look back at Blair before flouncing out of the room.

"Is the limo ready?" Blair wanted to forget that entire conversation, but she couldn't. Georgina knew her secret. Somehow she'd figured it out, and if she had what if others could tell as well. What if Chuck had just invited her here out of pity. She met his eyes once more, the solid blackness, that almost made him look soulless, and realized this man did nothing out of pity. He was working some angle with her. She just wasn't sure what.

"Did Georgina upset you?" He put out his hand to her, and Blair tentatively reached ouy for it and let him pull her up. He noticed the red impression on her arm, and pulled it up for his inspection. His cool fingers traced her heated flesh, and her pulse picked up again. This time he couldn't miss it, but he didn't comment. "I apologize."

"I'm not a child. I can take care of myself." Blair snapped, and jerked her arm away. She wasn't sure where it came from, but she regretted it the minute it came out. His eyes would go stormy with her now, and he'd order their evening to an end just like he did with Georgina. But when she met his gaze again, she didn't see reproach. She wasn't sure what she saw there, but it was different. Something a little wild and frightening, but exciting as well.

"I know." He held her gaze for a moment longer, and Blair took a small step closer to him. She couldn't help herself. He was a magnet, and everything inside of her was screaming to get closer, and closer. Hold on, and don't let go. He lifted his hand, and fingered a lock of her loose hair. She still couldn't look away from him, and he didn't seem to mind. The moment was consuming her. He was consuming her, and she yearned for him to do something, anything to make her feel even more alive than she already did.

Kiss me, she wanted to say, but didn't. She couldn't… yet. The moment was broken when Carter came up behind Chuck, that Humphrey boy right beside him. Neither seemed to notice that the world was changing right in front of their faces, or that Blair Waldorf had just fallen in love with the worst possible boy she ever could have loved. Even Blair didn't totally realize that. Chuck probably did, he had a knack for seeing through things, but he was too self destructive to say it out loud. He dropped his hand from her hair, and turned to his friends with an expectant look.

"Humphrey is coming along. His friend's going to get us the usual room with our favorite dancers." Carter chuckled, and Dan Humphrey shifted from foot to foot uncomfortably.

"Dancers?" Blair's voice was soft and far away. She was still in her own little world, with her own dark prince. But that much she did catch.

Chuck grinned, almost imperceptibly, but she caught it. Carter smirked, and stepped towards her and slid his arm around her waist again. She wanted to remove it promptly, but when she glanced at Chuck to see his reaction, he didn't have one. Her spirits deflated once more. She was creating an entire fairytale romance in her head, and her prince didn't even care that Carter Baizen was pawing at her right in front of him. She needed to get a grip and fast. Georgina had been right, she didn't fit in. But she could. Blair Waldorf could do anything she put her mind to.

"Victrola has a special kind of entertainment, sweetheart. I'm sure you'll love it." The mischievous look in Carter's eyes told Blair that he believed the exact opposite, and was just bringing her to amuse himself.

"I'm sure I will." She responded coolly, and stepped out of his reach. She turned towards Dan Humphrey and greeted him as if they were old friends, and not acquaintances who didn't really like one another. "How are you doing, Humphrey?"

"Alright." He answered back, and glanced between she, Carter and Chuck with confusion. Chuck hadn't said another word since Carter arrived, and she chanced a glance at him as well. He was frowning. When she looked back at Carter, he didn't look very pleased either. "Are we going?" Dan asked abruptly, stopping whatever silent pissing contest that was currently taking place. "Vanessa said she'd set us up, but she's off in an hour."

"The limo is out front." Chuck responded, and then walked ahead of the other three out of the door.

Carter had his arm around Blair's shoulders this time, and was pulling her along. She looked around once more for Serena, but didn't find her anywhere. Carter noticed what she was doing, and motioned for Dan to go ahead.

"Serena didn't want to come, she's on the balcony if you want to say goodbye. I'll see you downstairs… unless you decide not to come." He left it as a challenge to her, and she scowled in return. He was still laughing when he got onto the elevator, and she found Serena on the balcony talking to Nate and some other guys.

"Hey." Blair greeted her friend, and Serena disentangled from her fan club to talk to Blair. "You're not coming?" Blair couldn't hide the panic in her voice. "I thought you'd come."

Serena sighed, and a world weary smile crept over her features. Blair hated her for a minute before she remembered that was her best friend. "I've been to Victrola. I'm not in the mood. I promised Nate I would hang out with him and the guys… you could stay too. I think you should, Blair." Serena told her seriously.

Blair resented the concerned look on Serena's face, as if Blair couldn't handle herself at this club. Blair was not a child. She was the same age as Serena. Maybe they were worlds apart in experience, but Blair was tired of being held back. Tonight might not be perfect, but it was a step. She'd faced Georgina down, and won. Chuck was speaking to her. Carter was… well she knew him now. This was all going towards what she wanted. If she stayed here with Serena, she'd never grow up. She'd always be that child Blair Waldorf, or that prim and proper lady Blair Waldorf. She'd never just be Blair, and she needed that. She needed her own identity separate from everyone else.

"I'm going." She decided, and actually felt confident in her choice for once. Serena opened her mouth to protest, but thought better of it. Instead, she leaned in and kissed Blair's cheek instead. "I'll be fine." Blair whispered, because she knew Serena worried.

"I know." Serena whispered back. "Go crazy." She giggled, and Blair laughed right along with her. Then Serena pushed her towards the door, with one final warning. "Don't do anything I wouldn't do!"

Blair nodded, that worked for her. There wasn't a lot Serena van der Woodsen wouldn't do. And tonight, Blair was going to be the same way. She was going to break out of her shell. She was going to prove Georgina Sparks wrong. She was going to make Chuck Bass notice her, really notice her.

The driver held open the limo door for Blair, and she slid in beside Dan Humphrey. Carter and Chuck were on the other side, both glaring out the windows. Blair looked to Dan for some explanation, but he just shrugged and pulled out a dingy little notebook.

"What's that?" Blair asked, trying to make conversation. She didn't particularly care what made Dan Humphrey tick, but he'd managed to befriend two of the most powerful boys in the UES and she supposed that said something. There might just be more beneath the surface of his ill chosen clothes, and bad haircut.

"His journal." Carter chortled from the other side of the limo before Dan could respond. Blair squinted her eyes at him, and it did the trick because he stopped laughing. "He's a boy genius. Actually works for a living. He likes to write stories of all our glorious debauchery, and publish it in his column. We let him because it amuses us."

Blair paled. She did not intend to be written up in the society section and gossiped about. She turned to Dan with a hard glare. "I'll sue you if you write one word about me." She told him matter of factly. And as an afterthought, "My father is a lawyer… a very good one."

"That he is." Chuck agreed. "But Daniel's columns are anonymous. He gives us creative little pseudonyms so our parents can't yank our trust funds for bad behavior." Chuck and Blair's gazes once again met, a silent promise passing between them. "Don't worry." He said more softly, and Blair actually believed him.

"Alright, I guess." She didn't say another word for the rest of the trip. She just watched the city pass her by, and marveled at the fact that she was in her current company, headed to some shady club her mother would never approve of. She felt like sleeping beauty, finally waking up from her long slumber.

The car stopped, and Dan and Carter slid out first, no doubt in search of the infamous Vanessa. Chuck stayed behind with her, and motioned for his driver to shut the door on them. Blair sat frozen in her seat, wondering what was coming next. If he kissed her, she'd let him.

"You're sure?" He asked, and it was a real question. She realized then that if she backed out, he would take her home. He wouldn't laugh about it either. She wasn't sure how she knew, she just did. He was different from any other boy she'd ever met. Another astonishing realization came to her then. Not only did she want to be around him, practically need to be around him, but she felt safe around him. She knew he wouldn't bring her somewhere that would cause her harm. So without another thought to it, she smiled and nodded. He returned the gesture, and the door magically opened for them.

He held out his hand to her, and helped her out of the limo onto the street. The door opened for them, and they walked into a dark and smoky club. Just the kind of place people always got into trouble at in Blair's old movies. A thrill shot through her, and she gripped Chuck's hand even harder. He'd yet to let her go, and she wasn't going to be the one to pull away. She felt his thumb smooth over the back of her hand, in a comforting manner, and the smile on her face got even brighter. She should have hated this place, but she didn't.

"I love it." She breathed, and was surprised by her own voice.

Chuck turned to her, surprise evident on his face, before he covered it again with that familiar blank expression she was getting used to. "Do you?" She could tell he genuinely wanted to know.

"I do." She nodded. She let her eyes caress the entire room, taking in the lavish details. It was like stepping back in time. There were a few things she would change. Little details that were a bit off, and took her out of the fantastic dream the entire club presented, but overall it was stunning. She was glad she came, she wasn't sure she ever wanted to leave.

Chuck leaned in close then, and her entire body froze. If you asked her right then, she would have sworn even her heart stood still. He was so close she could smell his cologne, his own special mix she was sure. His hair brushed against her cheek, and she shivered. He had to feel it, but he didn't move back again. Instead he leaned in as close as possible, until she could almost feel his lips against her ear.

"I'm going to buy this place." He imparted this like a long held secret, and she sucked in a breath. He leaned away from her again, but still held her arm and pulled her over to the bar where the others were standing.

She looked around once more, and smiled. Yes, this was all Chuck Bass. The detail. The mystery. The beauty. It already belonged to him, she could feel it. And it belonged to her in a way too, because it was his secret and he'd given it to her. She felt as if she was walking on air, and nothing could knock her off tonight. He had her hand, and she cherished the feeling of his skin sliding against hers as they walked. He had some calluses, not many, but enough to make her curious. She dreamed of asking him about them, and of hearing one of his fabulous stories that only got whispered about in her mother's parlor.

At the bar, beside Carter and Dan, was a girl with black curly hair, and an outfit that left very little to the imagination. This must be Vanessa, Blair thought, and stiffened up. This girl was everything Blair wasn't, and that made her uncomfortable. She glanced at Chuck, but he was barely paying attention, and she relaxed.

"Bass." Vanessa greeted him with a snarl. Chuck rolled his eyes, and said nothing in return. No one else seemed to blink at this interaction so Blair assumed it must be normal. This made her smile. "And who's your cute little friend?" She turned to Blair with a probing look.

Blair's smile faded into a frown. She didn't appreciate being referenced as cute or little. Vanessa was sizing her up, there was no doubt about it. Blair returned the favor. Cheap make up, that this girl somehow made look good. Too tight dress, fishnet stockings, obviously a costume for the job. Her eyes were deep, an intensity in them that scared Blair a little. She wasn't the bimbo ditz Blair had expected. She wasn't someone Blair liked either.

"Blair Waldorf." Blair answered her haughtily, squaring her shoulders and meeting Vanessa's gaze directly. "And you'd be?" She turned the tables quickly, and she saw Vanessa do a double take, before she recovered and answered as well.

"Vanessa. We don't usually see girls like you around here." She emphasized the word 'girls', and Blair felt her nails sharpening. "Or keeping company with the likes of these guys." She nodded her head towards Carter and Chuck.

"Interesting," Blair returned. "You're exactly the kind of girl I thought I'd find here." Tension crackled all around them, and Dan began fidgeting beside Vanessa. Blair could tell he was warring between defending his friend, and just letting her handle it. If Blair could tell anything about Vanessa, it was that she could handle herself just fine. Humphrey was wise to stay silent. Carter began laughing right away, and whispered something into Chuck's ear that made him smile for a brief moment.

"Interesting, indeed." Vanessa backed off for the moment, but Blair didn't like the knowing gleam in her eyes. Vanessa was perceptive, and she was working out a very clear picture of Blair. "Alright, come to the back. I had Tabby set up your usual show, since you don't like mixing with the masses, Bass."

Blair wanted to inquire what the regular show was, but wisely kept silent. Chuck finally released her hand, and walked ahead of her and Dan to catch up with Carter and Vanessa. Blair watched the three of them bantering back and forth, and felt her chest tighten. This was out of her depth.

"What's wrong?" Humphrey's voice shocked her out of her fantasies of doom, and she snapped her eyes back up to his. He didn't look concerned so much as curious. That bastard was probably trying to get material for his little column. She would have to research it tomorrow morning, and try to figure out who everyone was in his little stories. Then she'd have to look out for herself as well. That thought almost made her smile. "Gonna back out?" He was teasing her then, and she scowled at him. It didn't ruffle him like it did others, though. "Wouldn't blame you. Never thought I would see Blair Waldorf at a place like this. Not your style is it?"

"And it's yours Humphrey?" Dan said nothing. "I didn't think so. Come along now." She looped her arm through his and pulled him into the private room with her. She could play this cool. She could prove them all wrong, even herself.

The room they walked into was almost as elaborate as the one they'd just left. It was decorated with fabulous drapes, and the couches were covered with fine, rich fabric. And there in the middle of the room was a small little stage. Blair eyed it warily, and wondered what would come next. Dan had already walked away from her, and perched himself on a singular chair near the side of the stage. He had his trusty notebook out, and he was already jotting something down. No doubt he was going to regale his readers about the seedy club underworld that Blair Waldorf had willingly walked into.

Carter came up behind her, and placed his hands on her hips as he guided her towards the couch. She was quickly becoming tired of this touchy feely crap from him, but saying so would cause a scene, so she refrained. She settled for giving him a withering glare, and it did the trick because he removed his grasp on her, and moved to the other side of Chuck. Chuck was sitting down in the middle of the sofa that was directly in front of the stage. Blair slid down beside him, careful to keep a respectable amount of space, but not so much so that she couldn't feel the warmth from his body.

He turned to her while Carter and Vanessa argued about who would be performing. "Something to drink?" He asked solicitously. His eye lashes were so thick they could have been found on a girl. They were beautiful on his face though, making him look exotic up close like that. "Champagne?" He offered when she didn't respond.

"Yes," she agreed. Champagne sounded perfect. This was to be a celebration. She was spending the evening at a scandalous club with Chuck Bass. She laughed softly to herself. When she turned back to him, she found him watching. "What?" She asked, suddenly self conscious.

"You're a surprise." He said cryptically, and then motioned for Vanessa to come over. She did with a scowl, and scoffed at his order of champagne and strawberries. She however took his more than generous tip when he handed it to her. Blair frowned at her as she walked away. "You have to get used to her." Chuck shrugged, and then lounged back further against the cushions, preparing for the show.

Blair sat up stiffly, and once again took in the room. Dan at his notepad, jotting away. Carter flirting with a recently arrived blonde in barely there clothes. Chuck with that same inscrutable look on his face, that was quickly driving Blair crazy. Vanessa came back with the champagne and strawberries, and Blair poured herself a glass before anyone else could reach for it. She promptly swigged it down, and poured herself some more. Carter gave her an odd look, but Chuck was too busy flirting with the blonde to even notice. She grabbed for a strawberry and turned to find Dan Humphrey watching her with an intent look on his face. She stared back until his cheeks turned a bit pink, and he looked back down. She wasn't sure what that was all about, and she didn't care.

"More?" Carter held the champagne bottle out to her. It was another challenge. She could feel it. Blair said nothing, and just held her glass out to him. He filled it to the very top, and smiled very pleased with himself. "Much better. Sit back and relax, Waldorf. The show's about to begin."

The blonde was on the stage now, with another blonde, a brunette, and a girl with long black hair, and a peculiar looking face. Blair leaned back against the couch like Carter and Chuck were, and sipped on her champagne. The music was bluesy number that swirled around the room, and made everything feel more dangerous. Expectation crackled in the air, and Blair closed her eyes for a moment to soak it all in.

When she opened them, she turned her head and found Chuck's intense black eyes. She held his gaze with more confidence than she had before, and tipped back the rest of her champagne. He held a strawberry up to her lips when she finished, and she watched him as she took a tiny bite. The juice still spilled over her lips, and dribbled along her chin. Chuck's gaze followed the liquid, before Blair couldn't stand it anymore and wiped it away. She couldn't bare his gaze any longer either without doing something ill advised, so she turned away from him and back to the stage where the women from earlier were moving around to a beat of their own. The champagne swirled in her veins, and the music overtook her. She was living, truly living. The show continued, and sometime during the first number she felt Chuck's arm come out and rest on the back of the couch behind her. His fingers tickled her shoulder, drawing things she couldn't begin to decipher. Then just as the music hit it's crescendo, and the dance truly turned into something beautiful she felt his fingers tangling through her hair.

His hand didn't move for the rest of the show, or even the encore. She felt her freedom like it was a tangible thing, and after they dipped into their second bottle of champagne she found herself kicking off her heels, and draping her bare legs over his lap, her feet landing on Carter's knees. Carter didn't seem to notice, and if Chuck minded himself he didn't show it. Chuck adjusted to her new position easily, and the hand that had been wrapped so securely around her hair, found its way to her bare knee where it stayed for the remainder of the evening.

The music eventually died down, and Vanessa (who was apparently still on duty) came back into the room. She said something to Dan, and then helped another server pick up the empty champagne glasses, and bowl of remaining strawberries. Her eyes locked with Blair's, and took in the very interesting situation Blair found herself in. Blair wasn't sure what the look on Vanessa's face meant. If she thought Blair was too wanton, or wished she was in her place. It didn't matter. Blair no longer cared. She just smirked at her. Vanessa nodded, and left the room without another word.

Carter dropped some bills onto the table, and Blair carefully slid her legs off Chuck's lap. She found her heels on the floor, and slipped her feet into them. Chuck was standing when she finished, and put his hand out to help her stand. She took it, and when they walked out of Victrola, it was with his arm around her waist. She wasn't sure if he wanted to be close to her, or if he was simply concerned she would topple over with all the alcohol she had drank. She didn't care. He was holding her close, and she let herself cuddle into his side, taking in the hard planes of his body. It felt wonderful, and she burrowed in even closer. She gripped his shirt when they made it outside, and ducked her head. He helped her into the limo first, and she leaned back into him the moment he got in beside her.

She couldn't focus very much on the ride back. Carter and Chuck exchanged a few words. Dan Humphrey mumbled, and continued to scribble in his pad. Blair glared at him as best she could, but she was too content curled up beside Chuck to muster up that much annoyance with him.

She did get one thing very clear as they made their way through the city. "Don't give me a dumb name… I'll sue." She murmured. Dan nodded, and went back to his notebook. The arm Chuck had curled around her shoulders pulled her even closer, and she leaned in resting her face against his chest. Her eyes closed next, and then oblivion.

Sometime later, it could have been an hour, it could have been five minutes. She awoke to Chuck brushing a piece of hair back from her face.

"Come on, Cinderella." Carter intruded on their moment, and she was tempted to spit in his face but kept herself in check. He pulled her out of the limo, and steadied her on her feet, before he started back for the limo.

"Wait," Dan Humphrey was the one to protest. "You're just going to leave her?"

Blair felt just as incredulous, but then she was quite certain she was drunk and couldn't make the necessary protests. She spotted her doorman Henry out of the corner of her eye, and the man was doing his best to make sure she didn't fall flat on her face. Her heels were making her wobble, and the pavement kept moving beneath her.

"Her doorman will make sure she gets in. Come on, Humphrey. We want to hit up that new club Gabriel just invested in. He's having a private party tonight." Carter stepped back into the limo, and held the door impatiently for Dan. Dan looked between Carter and Blair, and frowned. "Coming?"

Dan shook his head. Carter laughed at him and called him a "good little boy" before shutting the door. Dan and Blair stood with the doorman at two am in the morning and watched Chuck Bass's limo disappear down the street. Her magical evening had most definitely come to an end.

"Come on." Dan took her arm, and Henry followed behind them into the building. "Any way I can get her up there without you telling her parents?" Dan asked hopefully. Henry nodded, and Dan pulled Blair towards the elevator.

She kept herself mostly upright while they went, but when they finally got to her apartment she had to lean on Dan to get up the stairs. She pointed him into her room, and he deposited her onto one of her chairs before heading for the exit.

"Humphrey?" Blair called out to him, and he stopped, but didn't turn around to face her. "Thanks I guess." She whispered, before kicking her shoes off and crawling onto her bed. She heard her door open and then click shut again before she let darkness completely take her over.

She dreamt of him that night, but these dreams were different from any others she'd ever had. He was no longer her knight in shining armor. He was something darker, much more dangerous. His black eyes gleamed, and Blair shivered in her sleep. He was haunting her now, and the scariest part was she didn't mind at all. She liked this version even better than the fairytale.


	3. Special Unspoken Without Sound

**Author's Note: **Wow, you guys have been so amazing with the reviewing. My mind is truly blown. I'm so glad you're enjoying this new world as much as I am. Tackling characters as unique as Chuck and Blair is a little daunting, but I'm having a good time trying. This chapter is a bit shorter than the last, but I felt this was a good ending place before the next chapter jumped off. And with that, I hope you enjoy…

**Fake Empire**

Chapter Three.

_Here's to you, here's to me_

_On to us, nobody knows_

_Nobody sees, nobody but me_

"The Tin Man and his merry gang of cohorts once again took to Merlin's

Tower for a night of drunken (and drugged) debauchery. This night started

off like any other T.M was late, and The Queen of Hearts pouted as she always does –

all the while doing a line of coke, and disappearing into a back room with The Duchess.

This writer cannot begin to guess what went on behind that gold trimmed door, but he

has a pretty good idea. Finally, T.M himself arrived, and all of his little lemmings

rejoiced at his overly styled appearance. His usual sidekicks were in attendance, Odysseus

and Don Juan, and the night progressed slowly. H.C sat in a corner, his usual sullen

expression in place. The party truly began to start when our very favorite character in

this sad and tragic tale of that hallowed neighborhood called the UES took up residence

in Merlin's tower. Yes, you've heard it here first. Madame Bovary was in attendance,

and she looked spectacular as always. Don Juan and Odysseus obviously agreed,

as did H.C who watched her from afar. Tonight she brought along another little friend

of hers that we have yet to write about in this column. We've been instructed to

make her name acceptable (for she seems a fearsome creature), and so we've found a

fitting one. Alice in Wonderland. Alice arrived in style, and attracted quite a few

admirers. This writer was not one of them. Odysseus seems especially taken with her, but

we fear a war on the UES because a certain Tin Man also seemed quite enamored. A

late night adventure to Victrola came about, and little Alice was accompanied by her

two suitors and H.C himself. Our very favorite Jane Eyre set up a lovely show for all, and

our spies tell us that little Alice found herself quite inebriated by the end of the

evening. Unfortunately, the fun for our new friend stopped here. She was promptly dissed

and dismissed by T.M and O for greener pastures – Hercules' new club we've heard.

One can only guess at the trouble they got into there. Our sources tell us T.M and

The Queen of Hearts ended the evening together. We almost feel bad for T.M, but then

we've forgotten the first rule about him. He doesn't have a heart." D.H

Blair scowled at the newspaper in front of her. What in the hell was Dan Humphrey talking about, and who were all these people. She was throwing that piece of drivel across the room when Serena appeared in her doorway, promptly catching it before it could fall. She looked at Blair in surprise, and then glanced down at what she'd picked up. A knowing smile immediately lit up her face.

"What did Dan write that upset you?" Serena asked, as she crawled up onto Blair's bed with her, and handed her a recently bought cup of coffee. Blair sniffed at it, and then promptly took a large sip. Just the way she liked it.

"Thank you." Blair sighed contentedly, happy for the first time all morning. She had a bit of a hangover from the night before, and this was helping to clear the cobwebs. Once she had all her faculties back, she was going to hunt down Dan Humphrey, and make him explain every single word to her.

"So…" Serena looked down at the column, and quickly scanned through it. She began laughing right away. "You're Alice… I guess that's…" She stopped when she saw Blair's frown. "Awful. We'll have to kill Humphrey."

Blair sighed. "I've managed to figure out who certain people are, but other's I can't. Care to explain…" Blair waited expectantly. She was "little Alice", Serena was obviously Madame Bovary, but the others needed a little explaining. Though she had a pretty good guess who the Tin Man was, and she found that moniker particularly offensive. It was like Dan Humphrey had a death wish.

"I'm the fabulous Madame Bovary." Serena preened, and Blair rolled her eyes. "Carter is Odysseus. Poppy Lifton is the Duchess… I think. Not sure who Hercules is. Don Juan is Nate, and he absolutely hates it. But it's kind of fitting you have to admit. I don't know who H.C is. Chuck is Tin Man, and that's my favorite. Dan hit that nail right on its head." Blair scowled, and Serena moved on. "And The Queen of Hearts is Georgie. Who else?" Serena giggled.

Blair felt her blood heat up, and anger immediately spike inside her. She set her coffee down, and grabbed for the paper again. Even though she wanted it to disappear it didn't. There is was in black and white. T.M and The Queen of Hearts ended the night together. How in the hell did that happen? And why did Chuck let it. Blair was already a little miffed she'd been deposited on her doorstep without so much as a goodnight, but this was just taking the cake.

"Bitch." She grumbled under her voice, but Serena most definitely heard her. "Georgina, I mean." She added, and Serena just shrugged. They had been friends on and off for years, and Blair had never approved. She liked that sickly pale red head even less now.

"Steer clear of her. She really hates you for some reason." Serena warned her. "So," Serena changed the subject, and forced Blair to refocus when she threw the paper onto the ground. "Tell me what happened last night. I've been calling your cell all morning just to find out." Serena watched Blair expectantly.

Blair delayed as much as she could. She started searching around her room for her phone, and finally found it underneath the chair Dan had deposited her into. She grabbed it and flipped through the missed messages, while Serena bounced around on her bed like a little kid on crack. There was a missed voice mail from Eleanor telling her they had a late tea today, and that Blair was expected. Blair sighed, she'd have to find the perfect dress for it or listen to her mother complain the rest of the evening. The next was a text from her father asking if she wanted to do lunch with him today. She smiled, she'd have to call him back when Serena left and accept. Spending time just her, and her father always made her happy. The next five missed calls were from Serena. She deleted them. Then there was a lone text from a number she didn't recognize.

"Palace, 10am brunch. Be there."

Blair frowned. She didn't appreciate being given orders, especially from anonymous texters. She shot back a quick "who is this" before returning to Serena on the bed.

"We went to Victrola. You know what happened, S. You were invited." Blair tried to sound as nonchalant as she could. The evening was a confusing blur to her. She remembered drinking more than her body weight in champagne, practically laying in Chuck Bass's lap, and then being dropped at her doorstep without a goodbye. It had all been peachy until then.

"Details," Serena demanded.

"What about your night with Don Juan?" Blair tried to deflect.

Serena giggled, obviously remembering something amusing. "It was fun. Natey is always fun. But we're not talking about my evening, we're discussing yours. Did Chuck Bass try to take advantage of you? He was eyeing you like a chocolate covered sundae all night long." Serena grimaced, and Blair smiled. "Oh no, B!" Serena grabbed her by the hands, and let out a long dramatic wail.

"What?" Blair yanked her hands back. "He did not take advantage of me. He was a perfect gentlemen." Serena guffawed at this, and Blair glared at her until she shut up again. "Your pervy friend Carter is another story, though. I can't believe you let me go off with him alone. You should have come." Blair pouted for affect, but Serena just laughed at her.

"Carter is harmless. Well, I mean if you were up for it he would totally take advantage of you. But it's clear you attentions are elsewhere. It's time you spilled your guts, B. I'm not leaving until you do." Serena relaxed back against Blair's bed with a smug expression on her face.

Blair sighed. She'd been defeated and she knew it. Serena was a bull dog when she put her mind to it, and she wasn't going to let up anytime soon.

"Victrola was actually pretty amazing. It wasn't what I expected from the way you and Carter were acting. It was tasteful and relaxing." Blair smiled, thinking back to the moment that Chuck had leaned in, and told her he would be buying the place. "There was a bitchy girl there, friend of Humphrey's that I didn't like, but otherwise it was enjoyable."

"Oh, Vanessa." Serena nodded. "She's cool."

Blair frowned. "Whatever. Anyway, we got a private room. The dancers came and… danced. It was all perfectly respectable. Then they took me home, and I passed out. A boring evening if you really think about it." Blair chanced a glance at Serena's face to see if she was buying it, and saw that she definitely was not.

"According to our illustrious writer you got smashed and ditched at the end of the evening. Tell me what happened, Blair, or I'm tempted to hunt down Chuck Bass and give him a piece of my mind. I can't believe they all just left you to your doorman." Serena seemed genuinely upset, and that made Blair feel better. Serena, for all her faults, would always have Blair's back.

"Fine." Blair took a deep breath. "We went to Victrola, and I was a little nervous because I was by myself and you had deserted me." Serena started to protest but Blair didn't give her a chance. "Chuck ordered champagne from that rude girl, and I just began drinking. I thought it would relax me a little, and it did. I had fun watching the show, and hanging out with Chuck… and Carter and Humphrey too I guess. We left when it was over, and Chuck was very good to me. He helped me to the limo, and let me sleep on him." Blair smiled to herself. She wished she could breathe his unique scent in right then. "And then… nothing. The limo stopped, Carter pulled me out and just left me."

"I'll kill them." Serena decided immediately. "I warned Carter he better look out for you. I can't believe they all just left you there alone. Thank God for Henry. Did he get you upstairs without Eleanor finding out?"

Blair looked away, more embarrassed about this next part for some reason. "Actually, Humphrey did." She said it quickly, and then refused to look back at Serena.

"Dan? I always thought he was a good guy. I'll have to thank him. I'm glad one of them had the good sense to help you out. You never get drunk. You could have fallen into the street for all they cared." Serena was getting really pissy, and that was upsetting Blair even more. Serena was right. She could have been harmed or humiliated in some way, and Chuck Bass hadn't even lifted a finger to help her. If he wasn't so insanely good looking she would have written him off.

Yeah right, even she couldn't convince herself of that.

"Well," Serena sighed. "At least now you can see what I was telling you from the start." She had this self-satisfied look on her face that really irked Blair. She didn't like when Serena got on her high horse, it made her want to jerk her off… hard.

"What are you talking about?" Blair snapped, her voice shriller than she wanted it to be. She needed a shower, and another cup of coffee before she could be herself again.

"Chuck Bass is bad news. Trouble. The man without a heart." Serena just kept going on and on, enumerating all the evil things about him until Blair couldn't take it anymore.

"Enough." She demanded, and Serena immediately shut up, a surprised look on her face. "He might very well be all those things. I don't know, and neither do you. He was nice to me last night. I've decided we're going to be friends."

"Friends?" Serena repeated skeptically. "Exactly how friendly, B?" Serena asked, concern and frustration warring in her voice.

Blair was saved from answering when her phone beeped in her lap. She flipped it open to find another message from her mystery texter.

"C.B"

Blair's heart did a few somersaults in her chest before she could focus on Serena again, who was already babbling about the evil Chuck Bass. Blair decided she'd have to keep her text to herself, because Serena was not being rational. She glanced at the clock and saw that it was already 9:15. She barely had time to get herself presentable before she was supposed to meet Chuck at the Palace.

"Serena," Blair interrupted her. "I'm afraid my mother is having a fashion crisis, and I need to meet her at her office. We'll have to talk later." Blair leaned in and kissed Serena's cheek quickly, before hopping off of her bed, and locking herself into her bathroom.

This morning just got a whole lot better. She was off to The Palace, off to The Palace… she practically hummed all the way through her shower. And when it came time to dressing, she picked something just a little less refined, and a little bit sexier. Eleanor would still approve, but it wasn't Blair's usual button downed look.

She arrived at The Palace, and found her way into the dining area. At a back table there sat Chuck, Carter and Nate. Nate was the only one without sunglasses on. Blair took a deep breath, stilled her nerves, and then walked confidently towards their table. She got a thrill from some of the looks she was receiving from businessmen enjoying their breakfasts. She shined just a little bit brighter today and she knew it.

They were having a conversation about an extreme hunting expedition in Alaska that they all wanted to go on when she got there. Nate noticed her first, and smiled up at her like they had been friends forever. He really was just like Serena. It put Blair at ease. She slid into the empty chair between him and Chuck, and greeted all three of them.

"You can't be the same girl from last night." Carter said once the pleasantries passed. Blair smiled at him coolly. He might look like hell hung-over, but she surely didn't.

"You mean the one you left on her doorstep?" She quirked her eyebrows up at him, letting him know she didn't really appreciate that. He just smirked back at her, unrepentantly. She moved on. "I wasn't that drunk."

"Oh, no?" Chuck asked from beside her, and she turned to meet his eyes for the first time all morning. She still had to suck in a little breath, and her heart did a staccato dance that frightened her, but she was becoming used to his presence. "Seemed like it to me. You could barely walk." His manner was teasing, so she didn't take it as an insult.

"I had a quick recovery. Humphrey helped." She allowed. Chuck nodded, but said nothing more on the subject. "So… why was I summoned?" She didn't like being held in suspense. And she couldn't go on pretending that having brunch with these boys was a usual thing.

"I didn't summon you." Chuck returned as he grabbed for a piece of toast and slathered a little butter on it. Blair watched as he bit into it, and then had to turn away because images of him biting her came to mind. She'd be blushing in no time if she continued down that avenue.

"I must have imagined it." Blair smirked at the surprised look on his face, before motioning a waiter over and ordering a glass of orange juice and a fruit plate. She was starving all of the sudden. "Still, why was I invited?" She looked between Carter and Chuck, figuring Nate had about as much of a clue as she did.

Carter was the one to answer. "We're going to Barcelona tomorrow."

Blair's face fell, and her stomach clenched. Chuck would be going on another adventure, and she probably wouldn't see him for a while now. All her dreams about casually running into him in The Palace lobby were dashed. She felt like a deserted wife, even though she was no such thing. She could barely consider him her friend, but she really wanted to. It made her feel a little better that she was at least getting a goodbye this time. It had to mean something. She wished Serena was even just a little bit supportive so she could consult her about these things.

"Fabulous. I've heard it's beautiful there." She kept herself composed.

"Wouldn't you rather see for yourself?" It was Chuck this time, and Blair turned towards him slowly. She couldn't seem over eager, or even that surprised. That would seem gauche and Blair Waldorf was not that. Still she could hardly believe her ears. It sounded like he was inviting her to go along with them.

"I hadn't thought of it." She answered truthfully, and sipped at her orange juice.

"You should come, Blair." Nate encouraged her. "Bring Serena, too." He dug back into his food after imparting that last bit, and Blair tried not to frown at him. If this was all some trick to get Serena on this trip she was going to flip out. For once, she'd really wanted it to be about her.

"Perhaps," she allowed. She stuck a grape into her mouth, and avoided looking any of them in the eyes as she worked it all out in her head. If she went, she'd spend time with Chuck, have an adventure of her own. But she'd have to invite Serena now, and she'd always wonder if that was the only reason she'd been invited in the first place.

Brunch continued with the boys talking about past trips they had taken together, and how much fun they had all had. Chuck spoke the least, and mostly flipped through his Blackberry, and munched on his toast. Carter told a story about some Egyptian concubine Chuck had met on their last adventure that made Chuck frown, and Blair want to puke. Thankfully, Carter stopped before hitting the really juicy details, and Nate began in on an extreme ski trip they'd gone on. No women involved, only the wilderness. Blair liked Nate more and more, and Carter less and less.

"I need a smoke." Chuck announced interrupting another wild story of Carter's. He turned to Blair then. "Come on." He put out his hand to her, and she took it tentatively and got up from the table. He laid some money down, and told the boys he'd find them later before walking outside, Blair trailing behind him.

They made their way outside of the hotel, and Chuck stepped into a little corner cul-de-sac where they could claim a little privacy. Blair sat down onto the bench beside him, and leaned away from the tangy smelling smoke. It was weird sitting with Chuck Bass while he smoked pot in broad daylight. She kept expecting the police to arrive, and cuff them both.

Chuck noticed the frown on her face, and broke their silence. "Something wrong?"

"No." She shook her head quickly. She didn't want to start complaining. If she did she feared he'd call her a child, and leave her out there all alone. She was still on unsteady ground with him. She didn't understand him at all, and she feared she understood even less about herself.

He smiled at her, and stubbed his joint out. "So, you going to come with us?" He got right down to the point.

"I'd have to talk to my mother." Blair returned, and immediately regretted it. She didn't want to remind him that she was still in high school, but from the way he was watching her then, she obviously had.

"I keep forgetting you're seventeen." It was a telling statement, Blair just didn't know what it meant.

"What does that mean?" Her cool façade dropped for a minute, and she finally let her guard down. She was tired of guessing at his every word. She needed to know where she stood with him. Did he see her as a child? A pity case? As someone he wanted to know better? His words and actions didn't make sense.

Chuck lowered his lashes, and twirled his joint between his fingers. "I don't know." He shrugged, and she could feel frustration building inside of her. He turned to meet her eyes again, and smiled. This wasn't the same confident smile she'd seen before though, it was more bashful, and just like that her frustration dissolved.

"I want you to come." He told her directly, their eyes meeting in the middle and holding. She could see that he meant it. He wanted her there, not because of Serena, and not for pity. He wanted her company. Maybe not as much as she wanted his, but that was alright.

"Why?" She asked again, needing something from him. She was about to jump off a cliff for him, and go to bat with Eleanor. She was about to permanently mar her reputation by linking it with his. It was a foregone conclusion. She would go to Barcelona. She'd go anywhere with him. She just needed a reason, even something insignificant.

"You're different. I knew it the first time I saw you." He shrugged his shoulders, and turned away from her gaze after that. She saw remnants of the shy little boy he had once been in that confession, and she yearned to reach out to him.

"I'll go." She answered him, and he didn't look back at her, but he nodded.

She let herself watch him for a few minutes. The wind was whipping all around them, and his hair was getting messier and messier. She reached out a tentative hand, and brushed it back from his face. He cocked his head to the side then, and looked at her. A little grin whispered over his lips, and she responded in kind. Everything she knew was shifting right then. She moved in closer to him until their thighs were pressed together. Then she slid her arm through his, and rested her head on his shoulder. She no longer worried about him rebuffing her. He wouldn't.

"My mother is going to put up a fight." She whispered into the companionable silence.

"Mother's usually hate me." He responded casually, as if this meant nothing to him. She wondered if it was all a show, or if he really did care so little for the opinions of society. He was at the very top, but still they shied away from him, and whispered about him in dark corners. Blair felt a sudden protective surge come through her, and gripped his arm even tighter.

"My father likes you… although I'm not sure how fond he'll be of me going on vacation with you… and Carter." She grimaced as she said his name, and she heard Chuck laughing in response. "He can be vile, you have to admit." Blair was laughing then as well.

This felt so good. She wanted to savor it, and lock it away where no one could touch it. Her and Chuck, on a cold December day, ignoring the rest of the world and enjoying each other. She was sure this would land on her top 10 moments of all time list.

"He thinks highly of you." Chuck was still laughing as he said this, and Blair leaned up from his shoulder to meet his eyes. They still gave nothing away, and she couldn't tell what he felt about this development. It wasn't like he'd confessed to any romantic feelings for her. He'd never even tried to kiss her, and he could have several times. Maybe he really did see her as a friend, and if so Blair didn't want to know.

"He only wants to-" Blair stopped herself, and her already pink cheeks turned red. "Never mind," she mumbled, and curled herself back into him.

Chuck leaned away from her then though, forcing her to make eye contact again. "Yes, he does want that. He's good at seducing girls." There was a hint of a warning in his voice, and it buoyed Blair's spirits.

"As good as you?" She returned in a teasing manner. His face got all dark and serious again, and she was afraid she'd made a misstep. He seemed so nonchalant about his reputation, that she didn't think a little harmless kidding around would bother him. Something she'd said had though, and the silence felt suffocating.

He reached out a cold hold, and grasped her chin, pulling her face back around so they were eye to eye. "No, he's not. Be careful, Blair." It was the first time she could remember him using her full name, and it sent shivers through her body. Thankfully she could blame that on the cold weather, and not his natural affect on her.

"I will be," she murmured.

They sat out there a while longer. The silence was comfortable, a lot like the first time they had met. Eventually it became too cold for her, and she began squirming around in her seat. He noticed, and pulled away from her. He stood up, and once again put a hand out to her. She took it, and when he walked her to the street to get a cab, their hands were still linked.

"I'll set everything up for you," he told her as they waited for a cab to come up. "Will Serena come?"

Blair hated the sound of her friend's name coming from his mouth. But she realized she would prefer if Serena did come. She couldn't imagine Eleanor or Harold agreeing to Blair and a bunch of boys they hardly knew, and definitely didn't trust, trekking across the world. Serena would have to come. Blair would beg if need be.

"Yes." Blair nodded. A cab pulled up then, and Chuck leaned in handing the driver some money, and instructing him where to go. "I guess I'll see you tomorrow morning."

"Be here by nine." He told her. Their linked hands finally dropped, but they didn't move away from each other. "You'll like Barcelona," he assured her with a smile. Then he leaned in and kissed her forehead, before helping her into the taxi. Blair spotted Dan Humphrey coming around the corner then, and she looked away before their gazes could meet. She was still upset with him for calling her Alice in Wonderland. What the hell did that even mean.

Chuck shut the door, and then turned around to greet Dan as Blair's taxi pulled away. She glanced back at him once, and saw that his hair was still whipping in the wind. He seemed impervious to the cold though. The Tin Man. Dan Humphrey was wrong, Blair was sure of it. Chuck Bass had a heart, and she would find it.

Blair made a detour, and ended up at Serena's. Thankfully her friend was in the middle of cleaning out her closet to make room for new clothes when Blair arrived. It was a rare day when Serena van der Woodsen could actually be found at home. She was nowhere near the homebody Blair was. Blair didn't mind that comparison though. She was comfortable in her PJ's with her favorite movie, and a box of chocolates her father brought home from his latest trip. Serena always tried to sit with her, but she usually ended up jumping around so much that she just drove Blair crazy in the end.

"Eleanor okay?" Serena asked from her position on the floor, where she was surrounded by piles of designer clothes.

Blair sat down in front of her, and moved some of the mess away. She couldn't imagine having all this clutter in her room. It would drive her insane. "Eleanor?" Blair was confused for a moment.

"Fashion emergency?" Serena reminded her, but she didn't seem to be buying Blair's excuse anyway. "Where'd you really run off to?" Serena asked as she flipped through a pile of skirts she'd worn in the sixth grade. Blair hated that they probably still looked good on her.

"I don't want a lecture, Serena," Blair warned her. Serena nodded, and Blair took a deep fortifying breath. She could do this, and she would get Serena to agree to come. "I went to brunch with Chuck, Carter and Nate."

Serena nodded, but didn't interrupt.

"Chuck invited me. I told you we were friends, and I meant it. I don't want to hear about how evil he is anymore." Blair looked to Serena expectantly.

"Okay, no more Chuck is evil. But if I see him hurting you, I'm not going to just sit there. I know what kind of guy he is, and I don't think you do." Serena sounded a bit imperious, but Blair let it go.

"Fine." Blair agreed, and then prepared to beg if she needed to. "They invited me to come to Barcelona with them for the rest of Christmas break. You're invited too." Serena was about to say something, so Blair sped on. "And I need you to come. My parents will never let me go by myself, even though absolutely nothing is going on. If you go they'll agree, and we'll have a good time. You know you will. And besides, you're my best friend, and I would do it for you." Blair finished her argument, and waited for Serena's rebuttal. Her father had taught her well, she stayed on the defensive.

"I've never been to Barcelona…" Serena's expression wavered between doubt and curiosity. Blair could tell she was giving it serious thought, and for that she was grateful.

"Me either, S. We could hang out, explore… It would be fun. Besides, you like Carter and Nate, and I'm sure you won't be spending much time around Chuck at all." Blair would make sure of that.

"You really want to do this?" Serena asked skeptically. "Things will change, Blair… everything will change."

Blair heard the warning in her friends voice, but she didn't really understand what Serena meant. Blair would grow closer to Chuck, get to know Nate and Carter a little better. Barcelona wouldn't change the world. Serena seemed to think it would though, and apprehension crept up Blair's spine. She couldn't back down now though, if she did she would never know. Everything would remain at a standstill. One day she'd become her mother. Just the thought spurred her on.

" Okay, then let it change. I'm already changing, Serena." Blair's voice was pleading. She didn't know what she would do if Serena said no. She would have to come up with some scheme to get there that involved lying to her parents. Her mother she could handle, but she didn't want to disappoint her father.

"I can see that." Serena smiled at her fondly, and reached across the floor for Blair's hand. She held it tightly in her own. "Sometimes I'm jealous of you." The admission landed with a thud between them, but before Blair could say a word Serena continued. "You have this perfect life, with parents that actually know you exist and care about what you do. You're at the top of our class, and our teachers love you. It's like you have this set course, Blair, and nothing ever deters you. I've never been able to do that. I'm always all over the place, jumping into things without thinking. I've done some things I'm not proud of…" Serena looked away, but turned back when Blair squeezed her hand in reassurance. "I don't want you to have regrets like I do. Don't let people use you, Blair. That's not you."

Blair saw a world of sadness in her friend's deep blue eyes and her heart ached. Had that been there all along, and she'd missed it? Serena had the same insecurities she did, and because of that she felt closer to Serena. They weren't so different after all.

"I won't," Blair promised with a shaky smile. "I still have a set plan, Serena. I'm not giving up school or my future. I'm just making it a little…" Blair struggled with a word to describe how she was feeling lately. "I guess I want something bigger for myself. More than my family, and school, and meaningless kisses from boys I don't even like. I want to feel something, anything, except this boredom." Blair sighed, and pulled her hand back. She wrapped her arms around her stomach and waited for Serena to shoot her fantasies down.

"Okay." Serena said instead, and Blair's head jerked up to meet her friends eyes.

"Okay?" Blair was confused.

"Okay, Barcelona. We're going to have the time of our lives, and if those boys are lucky we'll include them. But if they don't treat us right we'll just leave them, and have our own adventure. Deal?" Serena put her hand out for Blair to shake.

Blair laughed at Serena, but shook her hand anyway. Then she leaped across the space between them, and held Serena in a tight hug. She would never know what this meant to Blair. "Thank you, S." She whispered into Serena's hair.

"No problem." Serena whispered back, and held onto Blair just as tightly.

Blair suddenly got what Serena was saying earlier. Everything would change after this. It was already changing in that room. Blair would no longer be safe, dependable Blair Waldorf. She would be the girl who went halfway around the world with Chuck Bass, Carter Baizen, and the Vanderbilt heir. That picture of herself was new, and a little bit scary, but she was excited all the same.

Blair worked her magic on her parents with Serena's help. Eleanor had a soft spot for Serena, and when the blonde practically begged, Blair's mother finally caved. Harold had been easy, though he had warned her of the Bass heir. "Chuck's an interesting character. Keep an eye out Blair bear." Blair had just nodded, and hugged him even tighter. She was really doing this. Serena had gone home to pack, and Eleanor and Dorota had followed her into her room. Eleanor picked out everything down to her underwear, and Blair was just too excited to even care.

Around midnight when she was just falling asleep she received a flurry of texts. The first was from Serena…

"were gonna go to a topless beach, be prepared!!!"

Blair just laughed, and texted her back a noncommittal 'maybe'. She was all about being free and wild, but going topless seemed a bit much. She'd be more than happy to help Serena fight off the helpless men who fell at her feet if she did though.

The next text came from Carter Baizen. She was surprised because she didn't remember programming his number into her phone. She decided this must have happened when she was drunk.

"Can't wait little Alice."

Blair grimaced and deleted it. She was going to have to school Carter when she saw him. Teasing was fine, but using that ridiculous pseudonym would just not do. If that caught on, she would have to murder Dan Humphrey, and then hang him from the Brooklyn Bridge.

The final text message came right before one am. She expected it to be Serena again, but it wasn't. C.B her phone read off, and a thrill ran through her body. She took a deep breath, closed her eyes, and then finally clicked on the text.

"Ignore Carter. See you in the morning."

Blair smiled big, and then reread it about twenty times before finally putting her phone down. Maybe Chuck wasn't daydreaming about kissing her on the sandy beaches like she was dreaming about him, but he was thinking about her. And he was telling her to ignore Carter. Those were all positive signs to Blair. She went to sleep content, and when Dorota woke her the next morning, she was more than ready to go.

Barcelona and Chuck Bass better be ready she decided, because Blair Waldorf was on her way.


	4. Author's Note

**Author's Note**:

Hello, everyone. I've been reading through the comments today and I wanted to say a big thank you to everyone for reviewing and posting their honest opinions. I don't mind constructive critcism. I've gone through creative writing in college, and I can promise that is much more brutal. I have a tough skin, so no need to worry. I appreciate candor at all times. That said everything that has happened in this story and will happen in this story has been of my own creation. For those that feel it is OOC this story probably isn't for you. I'm not going to get off course. I have a plan for where this is going and how Chuck and Blair are going to develop. I usually don't write long author's notes like this but I felt the need to clarify today. This CB is not the show CB. They didn't grow up together, and right now they barely know each other. I don't think a 17 year old girl, even Blair Waldorf would have the brazen attitude of going head to head with Chuck Bass at this point. Does that mean that this will always be such a lopsided relationship? Absolutely not. This is a crush for Blair right now. I plan on this being a very long, very in depth story, with many miles to go as they say. For those familiar with my previous work, you know when I do chapter fics, I really do chapter fics, LOL. I'm enjoying the build up of each character. I like psycho obsessed Blair right now, but the fun of that is showing how she progresses from this girl to a stronger, more confident Blair. Chuck is a mystery. He'll probably be a mystery for a while because I'm not writing from his POV. I feel like we get to know him as Blair gets to know him, and she doesn't know him right now. Anyway, again I wanted to thank everyone for reviewing. I really do treasure each and every one. If anyone has any further questions, feel free to PM me and I will get back to you as soon as I can. I'm going to try and get the fourth chapter out in the next few days.

Whitney


	5. It's Easier to Hide

**Author's Note: **Thank you to everyone for your support and continued reviews for this story. I got this installment done quicker than I thought I would. The rest of the author's note for this one is at the bottom…

**Fake Empire**

Chapter Four.

_It's easier to fall and harder to stand_

_It's easier to cry and harder to laugh_

_And I don't know how, I don't know anything_

Blair received a text from Serena the next morning telling her that she would meet her at the airport, she was running late. Blair knew exactly what that meant. Serena had yet to pack. Blair used the card key she still had to the penthouse, and waited for the elevator to climb. Her body felt like a jumble of nerves and excitement. In just a few hours she would be on her way to Barcelona, to an entire break with Chuck Bass. Just the thought made her smile, and when the doors opened to the Bass penthouse she was grinning like a loon. Her smile quickly fell though when she heard raised voices in the other room.

"I've warned you Charles!"

A loud voice boomed throughout the penthouse, and Blair shrunk back into the elevator for a minute before regaining her bearings and stepping off. A maid was rushing past her going in the other direction with a frightened look on her face, and Blair stopped her.

"Excuse me," Blair grabbed her arm and held the woman. "I'm here for Chuck…" Blair waited to be instructed where to go. She absolutely was not interrupting the argument going on in the other room. If she was correct, that was Bart Bass, and she'd heard enough stories of him to be wary.

"Mr. Chuck is with his father… wait out here." She told Blair quickly before disappearing into another room as fast as she could.

Blair began to feel a little panicky, and contemplated finding the nearest bathroom to get rid of the breakfast her father had insisted on that morning, but she held it together. She sat down in one of the ornate decorative chairs Evelyn Bass had obviously picked out, and waited. There was more muffled shouting from the other room, but she could barely make out what they were saying. She contemplated putting her ear to the door, but the idea of being caught made her even more nauseous so she held her place.

Suddenly, she heard the very familiar clicking of heels on the staircase, and turned her head just in time to see Mrs. Bass descend. For a moment all Blair could do was stare. Evelyn Bass was every bit as beautiful as she was said to be. Blair could remember meeting her when she was a child, but since then she'd been out of the country for the most part. According to Eleanor she practically lived in France, and only returned home when her husband forced her too for functions. France was a beautiful country. Harold had taken Blair there when she turned fourteen. Blair could understand why Evelyn refused to give it up.

The older woman almost walked right past Blair before she spotted her. She stopped at the last minute, and glanced down at Blair where she was sitting. There was something very regal and elegant about Evelyn. Blair realized that Chuck looked exactly like her. The dark hair, the dark eyes… they could be mirror images of one another.

"Who are you?" Evelyn inspected her carefully, starting at her hair, and finishing at her Manolo heels. She at least seemed to approve of them. "I'm waiting…" Her tone was impatient, and when Blair looked at her more carefully she noticed her eyes seemed a bit glazed over.

"Blair Waldorf." Blair stood up so she was no longer at a disadvantage by sitting, and used her perfect society lady smile. It was chilly, but polite. Eleanor would have been proud. Chuck's mother did not seem impressed. "I'm here to see Chuck." Blair held her ground.

Evelyn's face twisted into an amused smile that made Blair feel cold all over. There was nothing kind in that expression, just some sort of silent ridicule. "Oh, I see." She patted Blair's cheek as if she was a child. "He's busy at the moment. I'm sure you'll wait." With that Evelyn disappeared into the same room the maid had gone into before, and Blair sunk back down into her chair.

She'd always been loved by adults. They took in her refined appearance, and polite behavior, and she was a hit on sight. Evelyn Bass was different though. She had summed Blair up in a second, and found her lacking. The thought made Blair ill again, and she glanced towards the bathroom just outside of the foyer. She was just about to abandon her chair by the elevator, and head into it when the double doors leading into the living room opened, and Bart Bass came striding out.

He stopped in front of Blair as well, but his greeting wasn't nearly as cold as his wife's. "You're Harold's daughter?" Blair stood up again and nodded. "You look like your mother." Bart's smile was fake, but Blair smiled back all the same.

"Thank you, Mr. Bass. You have a lovely home." Blair added, hoping to get in good with him. She was feeling a little off her game though, and she was afraid that showed.

"Thank you, Miss Waldorf." Bart looked Blair over, another inspection that she was afraid she would fail. He frowned for a moment, but then he recovered himself and nodded at her. He glanced back into the other room once, before getting onto the elevator and vacating the penthouse.

Blair let out a long breath, and steadied her shaking nerves. Bart Bass was known to flay a man with one look, but she'd come out unscathed. A little of her confidence returned. She was Blair Waldorf. Parents loved her. Perhaps Chuck's mother was just having a bad morning. Everyone had them once in a while. Blair pushed down the nauseous feeling at the pit of her stomach, and stepped into the room Bart had just deserted. She was shocked at what she found. A vase was in pieces on the floor, and Chuck Bass was sprawled out on his couch holding towel filled with ice to his cheek. Blair started towards him immediately, but checked herself halfway there. What happened in his home with his parents really wasn't her business. She felt very uneasy all of the sudden, and wished she had just waited on Serena at the airport.

Blair glanced around the room, and avoiding looking at Chuck again. He hadn't noticed her presence yet, and she was contemplating just leaving, and texting that she'd see him at the airport. This felt like an intrusion on his life, and while she might fantasize about their every meeting, this particular situation had never come up in the rotation. She had no idea what to say or do. She decided on a compromise. She wouldn't run out of their like a frightened rabbit, but she wouldn't approach him either. Instead, she walked over to where the vase had split apart, and began picking up the larger pieces.

"Don't touch that." His tone was harsh, and she flinched where she was across the room. She picked up one final piece, and laid it on the table top before slowly turning to face him. His eyes were closed again, but he wasn't holding the ice to his face, and she could see a bruise forming on his cheek.

She walked towards him, and sat down at the end of the couch just a few inches away from where his head was resting. She glanced down at his face, and grimaced at the blackening spot. Without thinking about what she was doing she reached out a hand to touch it. Her fingers had barely slid against his skin before his hand jerked up, and latched onto her wrist, holding her immobile.

"It's fine," he growled, and then released her wrist. She pulled her hand back into her lap, and looked anywhere but at him. "You're early." He said it like it was a criticism, and Blair wanted to be in that foyer bathroom more than anything.

She didn't run though. She didn't say anything. All she could think to do was recite the Spanish phrases she'd googled last night in her head. She went over them three times before he spoke again.

"I'm sorry." He let out a long breath, and pushed himself up from the couch so he was sitting upright. He dropped the ice rag onto the ground, and brushed his messy hair away from his face. Blair glanced at him briefly, and took in his appearance. He looked like he hadn't slept much, and he was wearing the same clothes from the day before.

"Serena will be meeting us at the airport." She told him to avoid responding to his apology. She wasn't even sure what he was sorry for. For looking like a hobo or for being rude to her. Either way she didn't feel like starting that conversation. Her mood was already sour from her encounter with his mother.

He nodded, and pulled a joint out of his pocket. He searched around for a lighter for a few minutes before sighing in frustration, and jumping up from the couch. Blair watched him head for the other room, and reached for her cell phone. She needed to speak with Serena. Before she could hit her speed dial, Chuck turned around and called out to her.

"Come on. My mom will be on the war path when she sees that broken vase." He walked into the other room, and Blair slid her phone away before following him. She would do pretty much anything to avoid another run in with Evelyn Bass.

Chuck was standing out on the balcony when she got in there, and she took a long breath before going out to join him. Her dream vacation was turning into something else, and Blair wasn't sure what to make of the situation. She wanted more than anything to pester him with questions, and find out what in the hell had happened there that morning. But everything she knew about Chuck Bass told her that he would not react to that in a friendly manner. She could very easily get herself uninvited, and that would be beyond humiliating.

He puffed away on his joint, and stared out over the city in front of them. He had a dark look on his face, and every so often his hand would brush over the bruise on his cheek. Blair could tell it was bothering him, but he never made mention of it. Blair spent her time sneaking glances at him, and checking her phone for text messages. She could have used anything as a distraction right then. Even an Eleanor emergency would do.

"You want?" Chuck held the joint out to her, and Blair stared at it a minute before shaking her head. A new Blair did not mean drugs she decided. "You're pissed at me." He announced as he stubbed out his joint, and slid it back into his pocket.

"No," Blair shook her head, but didn't offer anything more. She wasn't sure what she was with him at the moment. Her picture of him was already shifting so radically. This morning had been real. His mother, and his father, and that bruise on his cheek. They were all things she didn't know how to deal with.

He chuckled softly, and she turned her head to look back out at the city. "You're not gonna back out on me are you?" His voice was teasing, and when she turned back to him his eyes were black as midnight once again. She held his gaze for a moment too long, and the air crackled around them. That swooshing air problem returned, and Blair turned away again to regain her equilibrium.

"Why would I? Just because you're not a morning person?" She returned just as teasingly, and he slid closer to her as they leaned against the banister. "I met your mother." Blair decided to see what his reaction would be. It still bothered her that Evelyn had been so… cold. People usually at least faked kindness.

"Bet that was fun." His tone held a bitter edge, and Blair couldn't stop herself from turning to him quickly. He wasn't looking at her then though, and she was glad. All those storm clouds from earlier were back, and Blair didn't know what he was going to do. "She's a bitch." He whispered, and then turned, and walked back into the other room.

Blair followed him over to the bar, and waited as he poured himself a glass of Scotch. He downed it quickly and then refilled it. He went to down that one too, but Blair reached out and stilled his hand. She wasn't sure where that act of boldness came from, but she wasn't ready to back down. She'd decided they were going to be friends, and this is what friends did. They talked.

"What happened to your face?" She heard herself speaking, but she couldn't actually believe she had gotten the question out. The surprised look on his face told her he didn't think she'd had it in her either. "It's gross looking." She added, trying to seem more casual than she felt.

A ghost of a smile came over his lips, before he removed her hand from his drink and took another sip. He didn't gulp it down that time though, so Blair figured it was progress. He didn't answer her either. Blair met his eyes again, and found a challenge there. He was searching through her for something, and he seemed confused. She wasn't sure what he was looking for, but she knew she couldn't back down. She grabbed for his glass of Scotch again, and this time she took a sip of it herself, holding his gaze the entire time.

"What happened to your face?" She repeated, refusing to back down.

"It really looks gross?" He returned, dodging the question. He brought his fingers up to his cheek again, and winced when he touched it. Blair imagined what one of her movie heroines would do in her place. They would be bold and flirt, and act as if this situation happened to them all the time. Blair Waldorf had never so much as seen a real fight though, and she was out of her league. Still, she could improvise. She grabbed an ice cube from his glass, and walked around the bar to meet him. He watched her every move, but didn't turn away when she lifted the ice up to his cheek, and pressed it against his purpled skin.

"A little bit," she admitted with a shy smile, and continued to hold the ice to him.

"You're like a naughty nurse fantasy." He smirked at her when her cheeks filled with color. She dropped her hand from his cheek, and dropped the ice cube back into the glass, but she didn't step away from him.

"So, you ran into a door?" She tried to go for comedy, but it fell flat around them. It was very obvious who had punched Chuck, and yet Blair still couldn't believe it. Her mother was a beast, but she'd never raised a hand to her. It just wasn't done.

"My father's fist." Chuck shrugged. "I displeased him." He said this all very matter of fact, and Blair ached for him. This couldn't be the first time, Chuck was too used to it.

"I thought my mother was bad," she quipped, and then wished she'd just kept her mouth shut. His head jerked towards her, and the look in his eyes frightened her. It was too dark, too desperate. She wanted to look away, but she didn't.

"Eleanor," Chuck smiled to himself. He finally dropped his gaze from Blair, and walked around her to sit back on the couch. The vase from earlier was already cleared away, Blair realized when she sat beside him. "She seemed… interesting." He leaned back against the couch.

Blair sighed. She hadn't meant to start a conversation about her mother, but she supposed knowing that his father hit him meant she should share something. "That's a nice way of putting it. She's a bull dog. Sometimes I wonder why my father even loves her." Blair had never said that out loud before, and she was a little surprised she had then. But she didn't regret it. When she looked back at Chuck, she found honest understanding in his eyes.

"My parents hate each other. My father has his mistresses, my mother… she has other things." He was so casual about this, but Blair could feel anger just beneath the surface of his admissions. She realized it must be pretty hard for Chuck Bass to open himself wide like that, and she felt a little special that he was confiding in her.

Blair was about to respond in turn, but the elevator dinged just outside, and soon Carter and Nate were coming into the room. Carter looked disheveled but sexy as always, and Nate was his polar opposite, clean cut and put together. They greeted Chuck, and neither commented on the bruise on his cheek.

"Time to go kids." Carter looked right at Blair when he said this, obviously trying to goad her. She smiled back at him, all the while she was gritting her teeth. "You can sit by me." He whispered in her ear, as he looped his arm around her waist, and pulled her onto the elevator with him.

Nate and Chuck followed behind them. Blair saw Nate whispering something to Chuck, blatant concern on his face, but Chuck just shook his head. The ride to the airport was made in silence. She was forced to sit by Carter, and endure his innuendo, while Chuck acted like none of them existed. She could feel the wall coming back up, and that disappointed her. For a moment back there she'd felt truly close to him, like they could understand each other in a way no one else could. Looking at him now, she realized he was a complete stranger again.

"He's a lost cause," Carter whispered to her as they filed out of the limo. Blair ignored him all together, and rushed over to Serena where she was waiting. Carter's laughter haunted her the whole way though, and she was worried he was right. Chuck Bass was a lost cause.

The plane ride went by pretty quickly. Nate had brought the pharmaceuticals to help them all sleep, and for once Blair didn't protest. The Bass jet was luxury defined, but Blair had indeed been cornered into sitting beside Carter. He was really becoming a pest. Unfortunately, Nate and Serena were cuddled up with a portable DVD player watching old cartoons, and Chuck went into the private bedroom to sleep. Blair wanted to follow him, but she knew what that would look like, and she wasn't going to tarnish her reputation so easily. So, she endured Carter's witty banter, and tried not to glare.

It was chilly in Barcelona when they arrived, but still much warmer than Manhattan. Blair pulled her coat around her, and linked arms with Serena as they waited outside the airport for the car service Chuck had called. Carter was on the phone with someone he knew in the city, and Nate was flirting with a tourist waiting for the airport shuttle.

"It's nice here." Blair glanced around, trying to avoid looking at Chuck. He'd been in a bad mood since they'd landed, and he'd nearly bitten Nate's head off.

"I saw pictures of the inner city, and it's amazing. There's so much we have to do, B. Poppy Lifton went here last year for a summer trip, and she said we just had to check out Las Ramblas. The sightseeing is amazing there," Serena giggled to herself, and Blair just stared at her. "Get excited!" Serena demanded, and Blair tried to smile.

"I am excited. I'm just cold." Blair lied, and wrapped her arms more tightly around her. She couldn't share her unease with Serena. If she did she would have to explain what she had walked on between Chuck and his father, and that was Chuck's secret to tell, not Blair's. Still she felt out of her depth, and a little exposed after their conversation.

"You're a sucky liar." Serena returned, but before she could push the limo arrived for them.

Blair closed her eyes, and relaxed until the limo stopped in front of their hotel. The bellboys came out and got their luggage, while they were personally shown to the suite Chuck had booked. It was a beautiful place, and Blair finally felt some of the tension leaving her body. Chuck claimed the main room, and Nate insisted she and Serena take the other. He and Carter would make do.

"Or you could share." Carter aimed his comment at Blair, and she frowned at him. Serena giggled though, and said a flirtatious maybe, before grabbing Blair and pulling her into the room with her.

"He's a pervert." Blair declared the minute they were alone.

"He's fun, and he likes you. You should consider it." Serena told her as she flipped open her suitcase, and immediately began changing. "That other one is-" Blair glared, and Serena shut her mouth. "Fine, come on and change. I want to go out and explore."

"I'm a little tired," Blair tried to beg off. She wanted to wait and see what the others did.

"Change." Serena demanded, and there was no denying that expression so Blair complied. She pulled out a pair of jeans, and a top that Dorota had told her made her look older and more sophisticated – or something like that. Blair admired herself in the mirror for a moment. She looked good, appropriate, but fun. Older, that was key.

"Ready." Serena announced as she pulled her hair up into a haphazard pony tail. She grabbed the camera she'd brought with her, and then reached for Blair's hand to pull her out into the other room. Carter and Nate were lounging on the couch watching Spanish television, and Chuck was making them all drinks.

"We're going to explore." Serena told them all. Carter nodded, and went back to the game show. Chuck said nothing, and Nate jumped up from the couch. "Wanna come?" Serena asked him hopefully.

"Sure, Poppy Lifton told me-" Serena giggled, and held up a hand to stop Nate midsentence.

"I want it to be a surprise." She kept giggling, and Blair felt her stomach sinking again. Of course, Serena had some grand surprise in store for her. She could just imagine. "Don't frown Blair, your face will freeze that way," she joked, and Nate laughed with her.

"You could stay here with us, Waldorf." Carter offered, finally turning the TV off, and tuning into their conversation. "I'm sure we'd have a good time, right Bass?" Carter turned back to Chuck, and he finally looked up from where he was making the drinks.

"Sure," he agreed without much enthusiasm, and then went back to ignoring them.

"Blair…" Serena looked at her impatiently.

Carter winked, and Blair was sure he was playing a total mind game with her. She wasn't even sure he actually liked her. It seemed more like he just enjoyed screwing with her. She winked back at him, and he laughed out loud. She was so glad she could amuse him. She glanced back at Chuck, and he looked up for a moment but his expression gave nothing away.

"I'm tired from the plane ride, Serena…" Blair wanted to stay. It was possible she could throw Carter off the balcony, and get a few minutes alone with Chuck to continue their conversation. She wasn't ready to concede their new found closeness yet.

"Don't be boring… remember." Serena whispered.

Blair was beaten and she knew it. "Fine." She agreed, her voice a bit snappy. She knew that whatever Chuck and Carter did would be infinitely more fun than gallivanting around with Nate and Serena, the two happiest people she had ever met. That was fine for a while, but their excitement was sure to bug her eventually. And there was still this mysterious surprise Serena had in store. "I'll go with you."

Serena jumped up and down like a child, and rushed over to link arms with Blair again. "See you guys later." She called out to Chuck and Carter, as she herded Nate and Blair out of the door with her.

The rest of the afternoon wasn't as bad as Blair imagined it would be. Nate turned out to be a fun companion, and he'd been up for all the whacky picture hijinks Serena had insisted on. They'd toured the famous Sagrada Familia church, and Blair had been truly impressed, with the outside at least. Inside they'd made the long trek up, and that had been less than fun. Nate had cracked jokes the whole way though, and eventually Blair had been laughing along with Serena. They headed to Las Ramblas next, and Blair could see why Serena wanted to come. It was a little seedy, people were everywhere, trying to sell you things, trying to pickpocket you (thank God for Serena's quick response or Nate would have been without a wallet).

The big surprise came just as they were walking back up Las Ramblas towards their hotel. Serena had stopped right in the middle of the walk, and started pointing like a freak. Nate's laughter mixed with hers, and Blair thought they were both lunatics. And then that was when she saw it. Serena's big surprise for her. There, just walking along like the rest of them was an old man, probably between seventy and eighty. His appearance was unkempt and a bit dirty, but that wasn't the most shocking thing about him. The thing that had Serena giggling like a school girl, and Nate chortling was that this old man wasn't wearing a stitch of clothing. Blair stared open mouthed, scandalized.

"He's naked," she whispered.

"Poppy met him. He doesn't speak English, but he takes pictures with the tourists. I'm sure he had a happy lover." Serena joked, and wiggled her eyebrows at the old man's anatomy. Blair blushed crimson and turned around. "Will you take a picture with me Blair?"

"No way, Serena." Blair refused, but Serena was already dragging her over to the man who was taking pictures with tourists when they arrived. Serena motioned to Nate with the camera and her and Blair, and the man nodded and smiled.

"Say cheese." Nate called out to them. Serena screamed it out loud, and Blair just stood there open mouthed again. This could not be happening. Nate snapped the picture, and Serena smiled at the man, and waved him away as he went. "Great picture." Nate came up to them, and flashed the digital camera at them.

"Did you see his…" Blair was sure it was not supposed to look like that. Her face felt like it was on fire, and Nate was smiling at her as if she was a cute little child. "Delete it, Serena." Blair demanded.

"No way!" Serena refused. "I'm showing this to everyone. He was awesome."

Blair tried to steal the camera the rest of the walk back to the hotel, but Serena wouldn't budge. She just kept telling Blair to live a little. Blair was living, she just didn't want that picture to get back to her mother. Eleanor would hit the roof and send her to boarding school if she found that. Blair's mood was black when they reentered the hotel room, and it only got worse when she spotted Carter and some girl making out on the couch.

Carter pulled away when he saw them come in, and whispered something to the girl. She disappeared onto the back deck, with both Serena and Blair frowning after her.

"That's Mirana. Chuck and I went down to the hotel bar, and met some new friends." Carter's tone was suggestive, and Blair wanted to puke. She knew she should have stayed with them. "We found a friend for you too, Nate." Carter nodded his head towards the back, and Nate smiled. He headed in the same direction as the girl.

"You really are a perv, Carter." Serena smiled at Carter fondly, and patted his cheek before she went into the bedroom she was sharing with Blair, and shut the door, leaving just Blair and Carter in the living room.

"Are you going to come join the party?" Carter's eyes bored into hers, and Blair wanted to look away, but knew that would be cowardly. She could handle Carter Baizen, and whatever he had in store for her on that deck.

"Of course." She walked past him in the direction the others had went, and wasn't surprised when he caught up with her, and put his arm around her shoulders.

That was how she arrived on the back deck. What she found didn't shock her, but didn't please her either. Nate was already flirting with the friend Carter had mentioned, and Carter's girl as well. Chuck was laying on a lounger with a tall, leggy blonde wrapped around him. His mood seemed to have improved greatly. Blair watched him for a moment, before turning away. Carter wouldn't let go of his grip on her though.

"I saved room just for you, Blair." His lips slid against her ear, and she shivered. If he wasn't careful she was going to elbow him in his ribs.

Blair slid out of Carter's grasp, and turned so they were face to face, and her back was to the other's. She put on her perfect polite smile, but her eyes were all ice. "You and I? Never going to happen."

Without another word Blair walked past him back inside, and locked herself into her bedroom. Serena was already napping on the bed, so Blair slid on beside her, and pulled out a magazine she'd bought at the airport. She knew she should go back out there and pretend like she was every bit as much the party girl, as those women from the bar. But the sad truth was that she wasn't. She didn't wrap herself around guys she'd just met, or flirt without abandon. She wasn't even sure she knew how to flirt. She knew how to get guys interested. She'd played plenty of games with the guys at her school, but this was different. Everything she did stopped at the end of the evening, but these games lead somewhere. Serena was right, she didn't know what she was doing.

There was a soft tap at her door sometime later, and she checked Serena to see if she had been woken. Serena was still sleeping though, so she slid off the bed, and quietly answered. If it was Carter she was going to have to prove her point, and do some physical harm. There would be no sleepovers on this trip or any other. It wasn't Carter though, it was Chuck, and the blonde was not with him.

"Hey." He half smiled at her, and she returned the gesture. She felt even more off kilter with him than before. "We're headed out… you wanna come?" Chuck looked past her to Serena on the bed. "Serena, too."

"Give me five minutes." Blair told him, and then shut the door back. She raced over to Serena and shook her awake. "Everyone is going out, do you want to go?" Serena mumbled something, and then turned over into her pillow. "Serena?" Blair tried again, but Serena just groaned in protest and Blair gave up.

Blair changed into one of her favorite dresses, and fixed her hair and makeup as quickly as she could. It was more like fifteen minutes when she finally appeared, but the guys were busy drinking, and the girls from earlier were gone.

"That's a dress." Carter eyed her appreciatively.

"You look nice, Blair." Nate smiled at her, and then turned back to Chuck. Chuck grinned at her a little, but didn't comment further, and Blair was forced to sit down by Carter and wait.

"I'm going to give you some advice, Waldorf." Carter leaned in close so the other two couldn't hear them, and Blair had to stop herself from moving away. His lecherous tendencies were a pain in the ass.

"Do tell." Her face felt like it was cracking from the forced smile stretching across her lips.

"Desperation doesn't turn him on." His words were blunt and to the point, and Blair felt as if she'd been sucker punched. Her smile immediately fell, and before she could think of something to say Chuck and Nate had come over.

"What's wrong?" Chuck looked between her and Carter.

"Blair and I were bonding." Carter answered for her, and jumped up from the couch. He put his arm around Nate and pulled him over to the door, with promises of women and booze, leaving Chuck and Blair alone.

"Bonding?" Chuck raised his eyebrows at her. She just stared back at him, still surprised by Carter's comment. Was that how she seemed? The night suddenly stretched before her like a nightmare, the entire trip actually. She didn't want to be there anymore. "Blair?" He was leaning in, actual concern on his face. Or maybe that was just another delusion, she scoffed at herself.

She forced her face into a neutral expression, and pushed herself off the couch. She smiled coolly at Chuck, and acted as normally as she could. "Something like that." She walked ahead of Chuck, and didn't look back this time. She was not desperate, not for anyone.

The rest of the night commenced in an alcohol induced fog. Carter kept a drink in her hand at all times, and Blair was so depressed she just kept downing them. Nate had told her to slow down at one point, but Blair had assured him she was a big girl, and gone for another. Chuck hadn't been around much at all. Women attached themselves to him at every club and bar they went into, and he obviously didn't mind. She saw him kissing some Spanish bombshell at one point, and that was when Carter had convinced her to dance with him. It didn't really matter she decided. She had to get over her stupid little crush. Chuck Bass was not for her, Serena had been right.

"You're trashed." Carter smirked, as he held her close to him. She let his hands wander a little, and smiled at him dully. She couldn't feel much of anything right then. Her body was like liquid, and her mind was barely firing. "I'm cutting you off." He told her, and it seemed like he was frowning for a moment, but that quickly passed.

"You're not my keeper, Carter." She told him with a sassy grin, and a heated glare.

"Come on, Waldorf." He pulled her off of the dance floor, and helped her into the back booth that they had secured earlier in the evening. Chuck wasn't there anymore, and Blair figured he was off with his bombshell. Nate was there, flirting with their waitress. "Watch her." Carter demanded, before disappearing back into the crowd.

The waitress sized Blair up for a minute before frowning, and going back to work. Blair wanted to stick out her tongue at the girl's back but held herself in check. "I need Serena." Blair mumbled to herself, but Nate heard her and slid in.

"What's wrong with you?" He seemed to genuinely care so Blair smiled at him, and leaned her head against his shoulder. It was a nice shoulder, and he was a nice boy. Serena should really take advantage of that. But Serena was just as messed up as Blair, so it would probably never happen.

"I'm desperate." Blair admitted with a soft sob, and quickly swiped at her eyes. She could not cry in public, not even as drunk as she was. "I'm desperate," she repeated forlornly.

Nate laughed, and she moved away from him to glare. He stopped himself immediately, but was still smiling when he responded. "You don't seem desperate to me. A little drunk," he conceded, "but not desperate. Who told you that?" Blair shook her head, and he sighed. "Ignore Carter. He can be an asshole. He just wants to hook up with you."

Blair sighed wearily. "I know that, but he's still right. I'm pathetic. I wish I was more like Serena. She would never…" Blair stopped herself from completely humiliating herself. "Can you get me a cab back to the hotel, Nate?" Blair turned to him hopefully, but Nate wasn't alone anymore. Chuck was there as well, and he was watching her again. "Perfect," she mumbled under her breath, and closed her eyes.

She felt Nate sliding out beside her, and Chuck taking his place, but she didn't open her eyes. She'd been avoiding Chuck as best as she could that night, and if she needed to she would for the rest of her life. He probably thought she was a complete charity case. For all she knew her father had insisted that Chuck bring her on his little adventure. Poor, pathetic, Blair Waldorf.

"You're not." Chuck's voice broke into her musing, and her eyes snapped open to find him leaning over her.

"Not what?" She returned confused.

"Poor or pathetic." He grinned down at her, and she groaned in embarrassment. She couldn't believe she'd said that out loud. "I know for a fact you have money, maybe not as much as me, but…" He laughed, and she tried to force a smile but it just wouldn't come. "As for pathetic," he reached out and brushed a piece of hair from her face, "I don't think so. Drunk, yes. Pathetic, no. I don't associate with pathetic people."

She smiled because he was being completely serious. His arrogance was attractive to her. Just about everything he did was attractive to her. Except for his black moods. They scared her. She didn't want to think about that then though, when he was being sweet, and trying to make her feel better.

Blair lifted a hand to his cheek, and ran her fingers against his bruised flesh. He closed his eyes for a minute, and she smiled to herself. "Does it still hurt?"

He shook his head, and she removed her hand, letting it drop back into her lap. It felt cold and lonely there now. "Come on, I'll get you a cab." Chuck helped her out of the booth, and put an arm around her waist to help her outside with him. He smelled of smoke and cologne, and she breathed him in.

The cool air felt good against her skin, but she shivered in his arms, and his grip on her tightened. He said something in Spanish to one of the club attendants, and then pulled her down the street a little bit so they weren't in a crowd.

"Don't get sick on me." He demanded, and she just laughed at him. "I warned you about Carter." He sounded a little bit too much like her father, and she pulled out of his grip, and took a few steps away from him so she could see his face.

"And he warned me about you, so I guess you're even." Blair shot back, the alcohol making her bolder than usual. Or perhaps she was finally just speaking her mind with him. Either way it felt a lot better than tip toeing around him, and his bipolar moods.

"Did he?" Chuck was getting annoyed, and Blair couldn't stop herself from pushing him further. Any reaction from him was better than the no reaction she'd been getting since they arrived in Barcelona. Her trip had already veered way off course. She'd spent the evening watching him hook up with girls that weren't her.

"He did. And so did Serena, and my mother and my father. They all say you're bad news." Blair slipped off her heels, and picked them up so she was carrying them. The concrete scraped against her toes, and she tried to keep herself upright.

When she looked up again Chuck was right in front of her, and that same stormy look from that morning was in his eyes. He kept walking closer to her, forcing her to back up against the brick building behind her. When her back hit, he finally stopped. His gaze never left hers though, and she glanced away from him. He was angry, there was no missing that.

"Do you believe them?" He asked, his voice rough. It washed over her, and she did her best not to look at him again. She was afraid of what she would find. "Blair?" Her name was a command, and he gripped her chin, pulling her face back around so she couldn't look anywhere else but at him. "Do you think I'm bad news?"

She sucked in a deep breath. "Absolutely." She answered with conviction, and the air swooshed out of both of them for a moment. For once she could read every emotion on his face. He was surprised, angry, impressed… it was all right there, and she felt elated. She'd made a crack in that big wall he always greeted the world with.

Finally, he composed himself, and moved back from her. She felt a chill come over her when the warmth of his body was gone, but she didn't move. He ran a hand through his hair, and pulled a flask out of his pocket. He uncapped it, and swigged some back, before turning to face her again.

"Smart girl."

The cab arrived a minute later, and he helped Blair in, and then stepped in himself. Blair turned to him in surprise, but he wasn't looking at her, and didn't say another word on the ride back. He let her get out of the cab by herself, and they walked side by side but untouching to the elevator, and rode that way up to their suite. Once inside he threw off his jacket, and began unbuttoning his shirt. Blair stumbled past him, and dropped down onto the couch, stretching her body out against it. The soft material felt like heaven against her aching limbs. She felt like she'd been through a war that night, and when she was back to herself in the morning she was going to think of a way to pay Carter back for getting her so drunk.

Chuck stripped out of his over shirt, but left his undershirt on, and Blair frowned at him. He thankfully didn't notice her reaction. He pulled a few bottles of water from the mini bar, and handed one to her when he came to sit beside her on the couch. He lifted her feet and sat down, before replacing them in his lap. Blair smiled at this, and that time he did catch it. He held her gaze for a second before grabbing for the remote control, and switching the TV on. He stopped on another Spanish game show.

"No, no, no." Blair protested. "I don't understand a word they're saying. Find something better, in English preferably."

"You're in Spain, Sweetheart." He told her, but he still flipped the channels to find something else. He finally settled on a Spanish telanova, and Blair demanded he keep it. "I can't believe this," he muttered under his breath. Whether his disgust was with himself or with her, it didn't hold much heat, and he settled down into the couch to watch.

Blair awoke sometime later to find Carter and Nate stumbling into the suite, alone thankfully. She had somehow found herself cuddled up with Chuck on the couch. His arm thrown over her hips, and his face buried in her neck. Blair kept her eyes closed, and remained as still as possible as the boys came in. They stopped the minute they spotted her and Chuck.

"Leave them alone," Nate whispered to Carter, but he was trashed, and he was louder than he meant to be.

"That's trouble," Carter predicted. "I'm taking Chuck's bed."

There was some more shuffling around, and then complete silence. Blair opened her eyes slowly, and looked around the darkened room. Nate was sprawled against the couch across from them, and the door to Chuck's room was closed. She was glad she didn't have to deal with Carter anymore that night. She started to move out from under Chuck's arm, and head into her bedroom with Serena, but his grip on her tightened, and she felt his breath stir against her neck.

"Go back to sleep," he mumbled against her neck. "I promise not to ravish you tonight." He added, and she could almost feel him smirking against her neck.

She settled back down in his arms, and grabbed for a throw blanket they'd kicked off onto the floor. She pulled it up over them, and Chuck helped her adjust it until they were both covered. It felt weird being so close to him, because she still felt like there was so much she didn't understand. That didn't matter just then though, because being in his arms… it was more than she could have hoped for.

"Goodnight," she whispered. He didn't reply, but the arm he had around her shifted a little, and she knew he'd heard her. Chuck Bass was an enigma, that much was for sure. She still had absolutely no idea what he wanted from her, if he wanted anything at all. But still… she just couldn't give up. She wouldn't give up.

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**Author's Note Cont'**: The lovely anecdote about the naked man of Las Ramblas comes from personal experience. I've been. I've seen him. He's quite a sight, and also seemed very nice. He did take pictures with tons of gawking tourists. I was not brave enough for that, lol. Just thought I would share. 


	6. I Fight My Demons Everyday

**Author's Note: **Sorry for the long wait in updates guys, I've been busy moving and packing. I'm hoping to get the next one out a bit more speedily, but maybe this will tide you over. Thank you to everyone again for the continuing support and reviews. You're all amazing – kisses from Chuck Bass for you. ;)

Clarification: I was reading through the reviews and I realized I might have given a slight misconception. Bart Bass is not exactly an abuser. His relationship with Chuck has always been turbulent, and I'll delve into that more, but the physical violence between them is a new thing, and is between two men (Chuck is 21). I'm not excusing it, but I didn't want everyone to think he'd been beating up his kid his whole life. Chuck gets some punches in now too as well. Emotional abuse is a whole other issue though, and I plan to tackle more of that as we go along.

**Fake Empire**

Chapter Five.

_It's just each day goes by so fast  
I can't seem to grasp them  
And I tend to run away from my reflection  
You see I am, so petrified, to be God-like_

"This writer has it on good authority that the Tin Man

has run off to Spain with Odysseus, Don Juan, Madame

Bovary, and little Alice in Wonderland. We wonder what

dastardly deeds he will get up to there. One can only imagine

when T.M is involved, anything goes. Our sources tell us The

Queen of Hearts broke her favorite pair of Jimmy Choo's when she

found out. Looks like she didn't receive an invite. In other news…" D.H

Blair awoke the next morning to find herself alone on the couch with Chuck nowhere in sight. Nate was still snoring away on the couch across from her, so she knew she hadn't been completely deserted. Still, she felt his missing presence like a hammer to the head. She'd gotten a little too close again. He would be in a bad mood when she next saw him, she was sure of it. She stumbled into her room, and took a long hot shower to clear her head, and wash off the remnants of last night. She had a little bit of a headache, but nothing too bad. Her body must have been becoming used to copious amounts of alcohol.

When she finished she pulled on one of the day dresses her mother had picked out, and tied her hair back. She put on the minimal make up needed to be presentable, and then headed into the other room. Serena was still crashed on their bed, the jet lag had obviously done her in. Blair emerged to find Carter letting room service in. There were three different servers all carrying large platters of food onto the back deck. Carter tipped them well, and Blair followed the delicious smell of food. For once she had an appetite for it.

Chuck was sitting at the table reading the New York Times, and ignoring the rest of the world. She spared him a quick glance, before taking the seat between he and Carter. Carter had sunglasses on, and he was currently shirtless. It wasn't a bad look for him, but Blair was still pissed about the night before.

"Waldorf, stunning as always." He greeted her, and raised his orange juice in a salutation. There was no doubt some Vodka was mixed in to that. Carter was a borderline alcoholic if she'd ever seen one.

"Wish I could say the same," she returned with a casual smile, and grabbed for a bagel. She set it on her plate, and began nibbling at it. Carter was digging into his omelet like he'd never eaten before, and she looked away from him. She glanced at Chuck again, but he'd yet to put the paper down and even acknowledge her. Getting to know him was dangerous terrain she decided.

"Where's my bacon?" Was the first thing Chuck said when he finally put the paper down. Carter shrugged, and he looked to Blair, but she just kept nibbling on her bagel. If she jumped every time he spoke to her they would never get past this little game they'd been playing. She'd been thinking about it all morning, and Carter had done her a favor the night before. She couldn't be as accommodating as she had been. It made her look stupid, and she hated that more than anything else.

"Guess they forgot." Carter finally spoke, and stuffed more food in his mouth.

Chuck grumbled something under his breath, and grabbed for another plate of food. It was some odd Spanish delicacy, and Blair scrunched her nose up at it. Chuck caught her look, but he didn't say anything. He just stared back at her blankly for a second, before turning to his food and digging in. Blair frowned, she was definitely getting the dark mood again.

"Go wake Nate and Serena's lazy asses up." Carter directed this at Blair, and she just kept eating her bagel. She wasn't about to take orders from him. "Blair?"

"Do it yourself." She returned, daring him to say something back to her. He seemed to think better of it, because he shut his mouth and got up himself. He did it with some mumbling, and jerky movements so she knew he was irritated with her, but Blair didn't care.

"Any plans for today?" Blair tried to start a conversation. Chuck just shrugged, and continued to eat. "I saw a naked man yesterday." She offered just to get a reaction, and his fork stopped mid scoop, and his eyes immediately found hers. "Serena is a bad influence." She tried not to laugh at the shocked expression on his face.

"I thought that was me." He shot right back, and finished his bite. His tone was anything but friendly, and Blair was becoming annoyed. She hadn't been the one who insisted they sleep on the couch together. She hadn't asked him to take her home, and be nice to her. She hadn't asked for any of it actually, and his cool attitude was really starting to bother her.

"I guess I'm just surrounded by them, then." Blair's voice was tight, and she stuffed a big bite of bagel into her mouth to stop from saying something she would regret.

"Blair." Chuck tried to get her attention, but she just kept stuffing bagel into her mouth. He had some nerve treating her this way. She might be a crushed out fool, but she did have some pride. He was battering it pretty good. "Blair," he tried again. This time he reached out, and stilled her hand.

"What?" She finally looked back at him. There was no warmth in her gaze, and she knew it. She just didn't care.

"Come on, I need some bacon." He reached out for her hand, and pulled her out of her chair before she could protest. Before she knew it, he was hustling her through the apartment, and past Nate, Serena and Carter who were having some kind of argument in the living room.

"Blair?" Serena called after her, but Chuck didn't give her a moment to answer before they were out the door. Blair worried that Serena would chase them down and tackle Chuck, but she did no such thing, and soon they were headed out of the hotel.

"Where are we going?" Blair finally asked when he dropped her hand.

"There's this little café down the street. They have good food, nice atmosphere. Less Carter." Chuck practically growled his friends name, and Blair didn't say another thing until they were happily ensconced at a back table in the café. The waitress was doing her best to flirt with Chuck, but for once he hadn't noticed. Blair was grateful for that.

"Did you and Carter break up?" Blair tried to lighten the mood, but Chuck just scowled at her, and drank his coffee. "Did something happen…" She tried again. He still didn't look up. "Chuck!" She said a bit exasperated.

He looked up then and met her gaze. "Can I help you?"

Blair wanted to roll her eyes, but she kept herself in check. Chuck was upset, and she was still half hung-over with little patience. If she kept snapping at him he was going to think she was a total shrew, and that was worse than a desperate girl.

"How's your face? It still looks a little gross." Her voice was teasing, and light, but he grimaced, and reached up to his cheek. "Still hurts?" She wanted to talk more about what had happened that morning with his father, or why he seemed to hate his mother so much, but she didn't think it would be right to pry into his family like that.

"It's minor." He brushed her off.

"Okay." Blair nodded. She grabbed for her coffee, and sipped at it slowly. She was tired of trying to crack the ice that morning. He was obviously in a foul mood, and she wasn't going to be able to lift it. She didn't know why he'd dragged her out there, but then there was so much she didn't get about him.

"Do you like Barcelona?" He asked after his bacon arrived.

"From what I've seen. Serena wants to go down to the harbor today and shop. I do love to shop," she admitted. His posture had relaxed, and that dark broody look in his eyes had started to dissipate. "Have you been before?"

"Once… with my mother." He added. Something came over his face then. It looked a lot like sadness, and it surprised Blair so much that she couldn't respond. Chuck looked up then and caught her staring. "She wasn't always so… like how she is." He finished, and ordered another coffee. Blair did the same. She suddenly didn't want this breakfast to end.

"What's wrong with her?" Blair wasn't sure if she was crossing some invisible line with him, but he had been the one to open the door. And if anyone understood difficult mothers, it was her.

"You met her." He answered quickly. Blair felt that door slamming in her face again, so she was surprised when he continued. "She's a pill head. I think Oxycotton is her drug of choice this week." He shrugged, and finished up his coffee.

"I hadn't realized…" Blair was at a loss for what to say. Evelyn Bass addicted to drugs. That was a headline if she'd ever heard one. Her mother's tea parties would salivate over that gossip, but Blair knew she would never share it.

"Most people don't. My father is good at covering up all his mistakes." There was more bite behind this comment, and when Blair looked up at Chuck again his face was taut with anger. It passed after a few seconds though, as if it had never been there. Blair wondered if she'd ever see beyond the mask that Chuck had so carefully constructed. There were flashes here and there, but he was a skilled liar, that much was clear.

"Your father has always kind of scared me," Blair admitted. "He seems like the all powerful Oz… you know Dorothy and the…" Blair felt like she'd just put her foot in her mouth again.

"The Tin Man." He smiled at her. "Humphrey's little jest doesn't bother me. It's probably true." He said this so casually as if it meant nothing. Blair couldn't believe he really thought he didn't have a heart. He did, maybe it was buried beneath all those walls he put up, but she was sure it was there.

"Well," Blair decided to change the topic, rather than wade into those deep waters just yet. "I am not Alice in Wonderland. I don't even know what that means." She grumbled. "But the next time I see Dan Humphrey, I'm going to kill him."

Chuck laughed, a full on genuine laugh, and Blair joined in. It felt so nice just sitting there having a friendly conversation. She didn't understand why it couldn't always be like this. He was who he was though, and she wasn't exactly easy herself.

"You sound like, Nate." Chuck ordered orange juice for them, and had the coffee taken away. Blair was pleased that this serene little interlude wasn't ending anytime soon.

"Nate's makes sense. He is… Don Juanish." Blair grimaced. "But I am not some cartoon character in a horrible little apron gown. I would never wear something like that. And I am not blonde." Chuck laughed again, and Blair glared at him.

"I'm afraid you're stuck with Alice. Humphrey doesn't budge. Nate has tried." Chuck leaned back in his chair, and breathed in deep. For a moment he almost seemed peaceful, free of whatever demons were holding him down. But then his cell phone rang, and when he glanced down at the name he scowled.

"Hello," he answered. Blair tried to listen in to the other side of the conversation, but all she could make out was the word disappointment and trust fund. Neither sounded that friendly, and if Chuck's expression was anything to go by the conversation was going downhill. "I heard you. I've heard you for the last twenty one years of my life, father." There was more back and forth, and then Chuck saying a curt goodbye before hanging up.

He slammed his phone down so hard on the table the screen cracked, and this just pissed him off further. "Come on." He growled, and threw some money down before getting up, and stomping off down the street. Blair grabbed her jacket, and chased after him.

She reached him at the corner, and grabbed his arm to slow him down. "Wait, Chuck. What is going on? What just happened?" He tried to shrug her off his arm, but she held on, and he eventually had to stop. She pulled him out of the way of the other walkers, and waited for him to calm down. "What happened?" She whispered.

"My father happened," he snapped. "Just like always." Chuck turned away from her for a moment to compose himself, and when he looked back he was a different person. Blair felt like she was experiencing whip lash, the transformation had been so quick. "Let's go do something. Anything. I don't want to be here right now."

Blair understood that he needed her right then, and there was nothing that could have stopped her from helping. "I heard about this fountain show… come on." She grabbed his hand, and pulled him along with her this time. He didn't protest, and she felt a little thrill in being the one he needed, and wanted to be with. Things were shifting between them so rapidly, Blair didn't know where she stood anymore, and she was starting not to care. There could be no plan with Chuck Bass, he would never follow one.

They made their way across the city to Montjuic, and stopped in front of the amazing fountains out front. There were tourists everywhere, taking pictures, laughing, having the time of their lives. Chuck seemed a little lost in a crowd of happy people, but Blair persisted, and pulled him through the maze of people until they were up close. The spray from the fountain was misting them, and Blair had her arm looped through Chuck's to keep him in place. He wasn't in a hurry to leave though, and that made her grin.

"Beautiful, huh?" She looked up at him, and he looked back down at her. There was a small smile on his face. The darkness in his eyes hadn't passed yet. His black mood was still hovering, but for a minute she was helping him and she held onto that. "At night I read this place lights up, and it's truly spectacular."

"You read about it?" He grinned down at her. "So, studious. You're a woman of many talents I see." There was a flirtatiousness in his voice that flustered her, so she just smiled back at him, hoping she looked mysterious.

"Let's get a picture." She grabbed for his phone, and set up the camera on it. Then she pulled him up closer to the fountain, and leaned up on her tiptoes so she could press her face in closer to his for the picture. Once she got herself positioned, she asked him if he was ready, he mumbled something unintelligible, and she snapped it quickly.

She pulled back, and examined the picture. She was smiling brightly, happier than she had been in a quite a while, and he was looking down at her. He looked a little sad, and a lot lost, but there was a hint of a smile on his lips. The picture was perfect, and she immediately sent it to her own phone so she could obsess about it later. Then she handed him his phone back.

"Hey, Chuck," she turned to him later as they were walking back to the hotel. He looked down at her but said nothing. "Never mind," she chickened out, unable to express herself the way she wanted. She wanted to tell him that she was sorry his father was the way he was, sorry that Chuck was so obviously hurting. But she didn't know how to say that without it sounding like pity, and she knew Chuck would not take well to her pity.

They made it back to the suite and stopped right outside the door. Serena would be ready to grill Blair the minute she came in, and Blair dreaded that. Chuck hesitated too, but for what reason Blair didn't know. She turned to him, and tried to smile. She wanted to believe she'd made him feel better, but she could tell his thoughts were already a million miles away.

He leaned down, and brushed a lingering kiss against the side of her jaw. The stubble from his unshaven face scraped against her skin, and she shivered. He brought his mouth around so he was speaking directly into her ear then. "Thanks," he murmured. He went into the suite then, greeting the others with more enthusiasm than when he left. Blair entered silently behind him, a fake smile on her face, and avoided looking at him again for the rest of the morning.

The rest of the week passed by with relative ease. Blair spent most of her days with Serena (and sometimes a tag along Nate) doing touristy things, while Chuck and Carter slept the night before off. And then at night she and Serena would make themselves fabulous before following the boys into the dark depravities of Barcelona. Blair kept a close eye on Chuck, hoping he was having as good of a time as the rest of them, but she could never be sure. He would smile sometimes, even laugh a little, but that dark cloud that had been hovering over him was still there. He eased it with booze and women, and Blair tried not to watch.

For a few moments she'd felt like she was close to him, like she understood him in some way no one else could. But Chuck kept his distance after their morning at the fountains, and Blair couldn't find the strength to keep fighting back his walls, not without looking desperate and she was determined to avoid that. There were a few stray moments, where they'd find themselves alone together, and that same familiar breathlessness came back to her. He would look at her a certain way, with those black eyes, and those tilted lips, and she just… lost herself.

Tonight was their last night, and they were at another club that Carter had specially picked out for them. Carter was, for all intents and purposes, the man who knew everything about the seedy underground club world. Every place they went at least one person knew him. Blair was still annoyed by his very presence, but she did like the feeling she got walking into these places with him. He would serve his purpose after all.

"Is little Alice enjoying herself?" Carter slid in behind her at the bar, and whispered into her ear.

She rolled her eyes at his antics. Carter Baizen had made it his mission in life to get her into bed with him, and she honestly couldn't figure it out. Blair knew she was a pretty girl, perhaps not by Serena standards, but boys had always liked her. Carter was going beyond simple like though. It was some big game for him, and while Blair knew what he was trying to get at, she couldn't figure out why it had become so important to him. Had he truly never been turned down before? She didn't know, and she didn't care. She would swim in a pond of slime before letting him touch her, and she did so hate to be dirty.

"I've told you not to call me that." She was gritting her teeth, and the bartender in front of her gave her a funny look before sliding her drink across the counter. Carter laid the money down for her, and slid his arm around her waist to lead her back to their table.

"But you're so adorable when you're annoyed, Waldorf. I can't help myself." Carter was smirking at her, and she was glaring back. This was the total sum of all their interactions.

"Try," she demanded, and disentangled herself from his grasp once they reached the table.

She slid in beside Nate, and quickly glanced around for Serena and Chuck. Serena was dancing like a wild woman with some Brazilian restaurateur she'd met earlier, and Chuck was nowhere in sight. He'd been with an attractive brunette tourist earlier, and Blair imagined they'd gone to find themselves somewhere more private. The thought made her want to throw up a little bit, but she kept it down.

Carter slid in beside her. "You're doing it again, Waldorf." He told her with a knowing look.

Blair sipped at her drink, and tried to ignore him.

"If he wanted you, he could have had you by now, but he doesn't… not like that." Carter's words slid into Blair like knives, but she still tried to ignore him. "You know I'm right, Blair." He said her name with this pitying softness, and her calm façade finally broke.

"What I know is that I would never touch you, not ever. So, you can stop with these little games, and go find someone else to play with. I'm not interested, Carter." She snapped in the coldest tone she possessed, meeting his cool blue eyes head on.

Carter sighed. "This isn't about you and me. I'm being honest with you, trying to save you a lot of pain."

"You're such a humanitarian," Blair shot right back, and downed the rest of her drink. Carter had the most awful effect on her. She tended to consume large quantities of alcohol when he was around. But what got to her the most was he was right, and he knew he was right.

"Just give it up…" Carter brushed his hand across her cheek, and she smacked it away. He smiled at her tightly before announcing he was heading to another club, and would see them later. Blair refused to acknowledge him.

"He can't help it." Nate leaned in, trying to talk above the music once Carter was finally gone. Blair turned to him in surprise, having forgotten he was even in the booth with him. Great, just what she needed Nate Archibald knowing all her secrets.

"Carter likes being an asshole." Blair flagged down a waiter, and ordered another drink, before turning back to Nate. "He excels at it even."

Nate laughed, and swigged back some of his beer. "He and Chuck, they like to compete with each other… it's a game for them. You're just…" Nate shrugged his shoulders, and didn't continue his thought.

Blair leaned in, suddenly very interested in what he had to say. "I'm just what?"

"A casualty." Nate said very seriously.

Blair's face fell before she could control herself, and from the pitying look in Nate's eyes he had definitely caught on. Thankfully, he didn't want to have any in depth conversations about her romantic life, so he let it drop. Blair spent the rest of the evening feeling nauseous and nervous. Was this whole trip about some game between Chuck and Carter? Who could screw with Blair Waldorf's head more? It couldn't be about sex, because while Carter had been all over her, Chuck had most definitely not. He barely seemed to see her as a girl sometimes.

The trip back to the hotel was made in silence. Serena was sloshed and falling all over Nate, while he took care of her, and saved Blair the job. Blair's mind was still racing, and all the alcohol she'd consumed wasn't helping. She knew that what she had experienced with Chuck was real. The things they'd talked about were too personal to be about some competition with Carter, but the fact remained that Carter was right. Chuck didn't seem to be interested in getting any more personally involved with her. That stung, but she could deal with it. What she couldn't deal with was being made a joke of.

When the stumbled back into the suite they were all shocked to find Chuck's brunette from earlier half naked on the couch, wearing only Chuck's shirt, and chugging from a champagne bottle. Serena began giggling, and Nate joined in. Blair just stared at her, trying to figure out what she had that Blair didn't. They were both brunette's, perhaps this girl had lighter hair, but it was on the stringy side. This girl looked older, but in a haggard way, and her eyes were just a dull grey that did nothing for her face. All in all, there was nothing too terribly special about her, and that made Blair feel even worse.

"Oh," the girl sloshed some champagne over the shirt when she realized she had company. "Chucky!" She called out, and a few minutes later a boxer clad Chuck Bass walked into the room. "We have company." She laughed like a hyena, and both Serena and Blair cringed at the sound, and shared a look.

"Oh." Chuck nodded at the three of them still standing at the door, and then walked into the kitchen as if nothing was out of the ordinary.

"Who's your half naked friend, Chucky?" Serena called out to him, as she slid off her heels and stumbled further into the room.

"Carrie. I'm Carrie." The brunette jumped up, and put her hand out for Serena to shake. Serena just stared at the girl for a minute, before taking her hand, and shaking it quickly. "You're really pretty, you know?"

Serena laughed a little, and shot Blair another "this girl is nuts" look.

"Who are you?" Carrie ran right up to Blair, leaving little space between them. Carrie was a little shorter than Blair, so Blair was looking down, and trying not to frown. "I'm Carrie." She was just a little too bubbly.

"I've heard." A tight smile spread across Blair's lips. "Blair." She told her shortly, before stepping away. Blair glanced to Chuck at the open bar, and their eyes locked for a moment. There was a new intensity there, like he was sizing her up, waiting to see what she would do. Blair just stared back at him.

"Chuck," Nate broke the moment, and Blair turned away before Chuck could. "Has Carter come back? He ditched us earlier."

Chuck shook his head. "Haven't seen him."

"Uh oh," Serena sing-songed. "I bet he's being a very bad boy." This amused her, and she began giggling, and Chuck's new girl joined in, even Nate cracked a smile. Chuck and Blair were the only two who didn't find anything about Carter's antics amusing.

Chuck finished fixing his drink, and walked around the bar. He came over to where Blair was standing, and leaned down to whisper something into her ear. She stiffened up immediately, but was thankful no one else noticed his proximity. "You look nice." Her brushed a little kiss across the side of her face, before walking over to Carrie.

"Cars picking us up at ten," he called to them over his shoulder, as he ushered Carrie back into his room, and shut the door behind them.

Blair stared at that closed door for a few minutes, before she finally regained her wits, and turned away. Serena and Nate were headed into the other room, and Blair just watched them. Nate had crashed in their room the night before as well, and Blair no longer cared. She decided she'd take the couch tonight though because she didn't want to hear Carter make another joke about threesomes and them. The very thought made Blair cringe.

"Blair?" Serena stopped, and called back to her.

"I'm gonna watch a little TV." Blair returned, and Serena nodded and went into the room, Nate following behind her like a little lost puppy dog.

"Night, Blair." He called out to her before shutting the door.

"Night," she whispered back.

Loneliness felt like a living breathing thing in that room. She missed her home, her bed, Dorota, her father, and even her mother. She wanted to be back with them, in her element, where everything worked the way it was supposed to. Nothing went according to her plan with Chuck Bass. She still felt as distant with him as she did before they had boarded the Bass jet to come here, yet in some ways she really felt like she understood him better than anyone could. It was a horrible mix of contradictions, and Blair's head was spinning by the time Carter arrived home.

"All by your lonesome, Waldorf. What a pity." He cooed at her with fake sympathy, but she said nothing in return. She wasn't up for another jousting match with him. The torture of knowing Chuck was in the room right across from her, doing that girl, had taken it all out of her.

"No quick retort?" He sat down on the couch beside her. "I'm disappointed. I'd thought you were more clever than that." There was something real in what he said, and she turned beside him to meet his gaze. "Did Bass break your heart again?"

"No one breaks my heart." Blair was quick to correct him. She had a bruised ego, nothing more.

"You're so tough." His eyes bored into hers, and he moved in closer and closer until there were only inches between them. "I could make you feel better." His breath whispered across her face, and she closed her eyes. Misery and alcohol mixed within her, and she knew he could. "All you have to do is let me…" His words dropped off as his lips slid against hers.

He knew how to kiss, and she let him. His hand slid from her bare knee up her thigh until he met the bottom of her dress, and he quickly pushed it upwards. Blair knew she should stop him, but it was easier to just play along, than to actually feel anything anymore. This was better. This was what Serena used to get her through her darkest times, and Serena seemed pretty damned happy most of the time. The great Chuck Bass himself was able to drown himself in sex, why couldn't Blair Waldorf.

Carter's mouth moved along her neck, and he pushed the straps of her dress down. She brought her hand up into his hair, and held him closer to her, making him chuckle against her skin. It felt good. It felt wrong, but it still felt good. A door creaked open to her side, and she opened her eyes to find Chuck staring at her. There was an unfathomable expression on his face, and she couldn't force herself to look away. Carter didn't know he was there, or he just didn't care. His hands were all over her, and his lips were following suit. Blair knew where this was headed. Chuck knew where this was headed to. Still, he just stood there, saying nothing, holding her gaze. Blair felt herself sinking, the darkness that was always on the outskirts of her life was flowing in. She was getting caught up in his world, losing whatever innocence she had left after a life with Eleanor Waldorf and Serena van der Woodsen.

Carter reached around her for the zipper of her dress, and she listened in mute fascination as the metal teeth pulled apart. She waited for Chuck to say something, to turn around and leave or make his presence known to Carter. He did nothing, just stood. She sighed and closed her eyes as Carter found a particularly sensitive spot on her neck. When she opened them again Chuck was gone, and his door was closed. Carter's lips found hers again, but he pulled back rather abruptly, and she glanced down at his confused face. His hands slid from beneath her dress, and he sat back away from her.

He reached out to her, and his thumb slid slowly across her cheek. She felt the moisture then, and realized what he was doing. "You're crying." He seemed just as surprised as she felt, but neither said anything more.

He let out a disappointed sigh, and then grabbed for the blanket at the end of the couch. He threw it over her, and headed for the door. He didn't tell her where he was going, and she didn't ask. She reached up to touch her own face, and marveled at the feel of her own tears. Her life was spinning out of control now. She knew she should care. She should put a stop to this right now, get herself back on track… but she couldn't. She didn't want to anymore. Drowning wasn't so bad, at least she was finally living.


	7. Knowing Truth, Whispering Lies

**AN: **At least I got this one out a little sooner. I'm having so much fun with this story, random ideas pop into my head at all times of the day. So, it really does mean a lot to me that all of you are so invested as well. Like I said, I'm planning on this one spanning quite a bit of time, so LONG, lol. And without further adeu…

**Fake Empire**

Chapter Six.

_It's still the same pursuing pain_

_Isn't worth the light I've gained_

_We both know how this will end_

_But I do it again_

Blair awoke early the next morning on the couch, still in her dress, with dried mascara tears staining her cheeks. She stared at herself in the mirror, a kind of disbelieving filling her. This was not Blair Waldorf. She didn't go to sleep in her clothes, and wake up with raccoon eyes. She was always fresh faced, and ready for the world. She was Eleanor Waldorf's daughter after all. She quickly made her way into the bathroom, bypassing Serena and Nate sprawled across each other on the bed (still fully clothed, thank God). After scrubbing her face clean, and pulling her hair back, she walked back into the kitchen to grab a bottle of water. Her mouth felt dry and disgusting from another night of heavy drinking. A noise on the back balcony caught her attention before she could find what she was looking for, and she peaked around the corner only to find Chuck standing by the railing, smoking, with a brooding look on his face. Blair did a quick scan for his tourist from last night, and when she saw he was alone she cautiously stepped out to join him.

She wasn't sure what to say to him, or even how to act. That moment the night before when he had come upon her and Carter was… charged to say the least. His eyes hadn't been so empty when he'd been watching them, but that embarrassed Blair more than pleased her. She never behaved like that, and she could only imagine what Chuck thought of her now. Not that she should care, since he seemed to be the king of man whores. But she did care, she cared way too much, and she was afraid he knew that just as well as Carter seemed to.

"Morning." She greeted him with a half smile, when he turned to look at her. He nodded but said nothing, and she tentatively stepped up beside him. The sun was just rising over the city, and from their view everything looked a bit magical. The world was waking up, and for once Blair was a part of that. She couldn't escape the little thrill that shot through her.

"You're up early," he commented idly.

Blair glanced at him from the corner of her eyes, and saw that he was watching her. His words were innocuous enough, but she knew there was some hidden question behind them. She just shrugged at this, unsure of how to proceed. She didn't want to talk about Carter with him. She didn't want to think about Carter period. It had been a mistake to even let what happened happen, and had Carter not stopped she was afraid she wouldn't have either. She had always dreamed of romance, and true love, and white knights. Carter was none of those things. Chuck wasn't either, but Blair still yearned for him in a way she'd never wanted that white knight in her fantasies.

"Carter around?" He tried another question, and Blair turned towards him then. He obviously wasn't going to let this one go.

"Haven't seen him," Blair responded. "Your… friend?" She returned.

He shook his head. "She left earlier… you were passed out on the couch… alone." He added at last, and she couldn't miss the challenge in his eyes. He wanted real answers from her, but that bothered her because he never gave any in return. He was so cryptic, and she was tired of trying to fit a million different puzzle pieces together.

"Small couch," she said easily. She stepped away from him, and poured herself a cup of coffee from the room service he'd ordered. She took a long fortifying sip, before returning to him at the railing. He was still watching her… analyzing her every move. She could tell, because she'd done the same thing to him many times since they had met.

"Blair…" He couldn't seem to find the words, and Blair just waited. She wasn't going to help him. If he wanted to know about her and Carter he could ask, if not, well then she'd be perfectly happy never discussing it again.

"Chuck…" She stared straight at him, daring him to get to the point already.

"You and Carter." He finally said it, but it wasn't a question. He thought he already had the answer. He thought she was just like him, and Carter, and Serena, who could just take sex that lightly, and be fine the next morning. She couldn't, and she hadn't.

"I barely consider Carter a friend," she answered truthfully. His black gaze bored into her, and she could tell he was calling bullshit on that one. He didn't seem upset though, and she wondered if Carter had been right. Did he just not see her like that?

"I saw you." That was all he said. There was no recrimination behind his words, no accusation that she had betrayed him. She hadn't of course. They were nothing more than friends, and even that seemed iffy at times. Still, she wanted something from him. Some jealousy. Some reaction. Anything that told her she wasn't in this alone, hadn't imagined those moments of connection with him.

"Nothing happened." She decided not to elaborate. She couldn't explain her tears, not to him. It would sound so childish, and unsophisticated, her dreams of love and romance. He would laugh or placate her and say it was fine, but she would know the whole time that it wasn't in his eyes. He lived life as fast as he could, and Blair enjoyed slowing down, working problems out, and then proceeding. He could never understand that.

"I know Carter-" He began, but she quickly cut him off.

"Nothing happened." She challenged him to press the issue more, and for a moment it seemed like he might. But then all the fire went out of his gaze, and he nodded. She knew he didn't totally believe her, but he'd also recognized that she wasn't going to reveal anymore, not that morning.

"I'm going to miss it here… I always do." Chuck breathed in deeply, and closed his eyes, letting the misty mourning shroud him for a few peaceful moments. Blair watched him, the lines leaving his face, the continual darkness dimming just a bit. She wished he could always be like that.

"When was the first time you came here?" Blair asked, wanting to know something, anything personal about him. It felt like she had to pull things out of him piece by tiny piece, but she always felt rewarded once she did… special.

"I was six. My dad had some meeting here, and he brought my mother and I along…" Chuck scanned the city before him, a slight smile curving on his lips. "I'd been other places before, but this was… this was better. My mom was happy, and when she was happy…" He stopped himself, and just shrugged his shoulders.

"You were happy?" Blair guessed, a new softness coming into her voice. She ached for the little boy he had been. Maybe he hadn't always known the loneliness he now dwelled in.

"Yes," Chuck nodded. "I guess I was."

Blair smiled a little, and he turned and caught her. Their eyes locked for a second, but it wasn't the angry intensity from the night before, it was something new, something lighter. She understood him, and he knew it. He smiled back at her, and they slowly edged closer to each other against the railing. His arm brushed against hers, and she reveled in the feel.

"Why did you love it here so much?" She continued, realizing this was a subject he actually liked talking about.

"It had everything a six year old boy would want." He chuckled at this, and ran a hand through his unruly hair. "The sea, the mountains, people posing as crazy statues… and my parents were here, together… life's always easier when you're a kid."

Blair nodded. "I know." And she did. She remembered similar moments with her parents, before her mother decided Blair had to be perfect, and stripped the rest of her childhood from her. Once upon a time Blair had known easy too, but those memories seemed so far away she could hardly reach them any longer.

Chuck turned to her again, their eyes meeting. Sadness swirled between them, a sense of loss that both of them could keenly feel. They ached for a time and place that could never be, moments that were too brief. Chuck's hand brushed across hers on the railing, hovering for a minute, before he let it rest on top of hers, a silent reassurance that everything would be alright. Blair knew nothing could ever be alright, there was too much pain and regret to fill a lifetime, and she was only seventeen. But she let him comfort her, hoping he was receiving the same in return from her.

"I know you do," he whispered.

They stood like that for a while longer, enjoying the silence and their coffee. His hand stayed over hers, and their arms grew warm where they pressed against each other. It was too perfect to move though, and they both felt that. Blair knew it, just as she knew her own name. She couldn't say what he felt for her. She couldn't even say what she felt for him. She just knew she could breathe again. She could push back the sadness, the restlessness that had been plaguing her, and just enjoy… just feel this moment. Her perfect morning with Chuck Bass.

The door creaked behind them, and Blair turned to see a groggy eyed Nate coming out. His hair was all a mess, and he was just wearing his boxers. Blair took a quick perusal, and smiled to herself. No wonder Serena liked spending so much time with him. Chuck patted her hand lightly, before removing his, and walking over to the table to refill his coffee. Nate joined him, and didn't speak until he'd downed an entire cup.

"Serena is in the shower, and I don't know where the hell Carter is. Did he ever come back?" Nate seemed a little concerned, but also a little irritated. Blair briefly wondered how those three boys spent so much time together without killing each other.

"He came and went." Chuck answered cryptically, avoiding Blair's gaze when he answered.

"If he's late for the plane we should just leave him. I promised the Captain I'd be back in time for my mom's New Year's party, and I can't flake." Nate sucked down more coffee, and scratched at his flat stomach. Blair felt a tenderness for Nate sneak up on her. He was just so uncomplicated, so nice, and easy. She wished she could be more like him, more like Serena, but she wasn't, and that would never change.

"He'll be there." Chuck said, and there was an edge to his voice that startled both Nate and Blair. They looked up at him, and then glanced at each other. "I'm gonna shower." He walked back into the suite, leaving them alone.

"This isn't going to be a fun flight," Nate sighed, and rubbed at his bleary eyes.

"What's the deal between Chuck and Carter?" Blair asked before she could stop herself. She'd wanted to ask Chuck, but she somehow doubted she would get the whole story from him. And she didn't trust Carter to tell her the truth, and not skew it in his direction.

"The deal?" Nate repeated dumbly, but Blair just stared at him. She wasn't letting him off the hook. "They grew up together. We all grew up together. Where one of us goes…" Nate shrugged.

"The others will soon follow." Blair nodded. "Yeah, I get that. But there is some weird tension between Chuck and Carter… you warned me last night, Nate. Why not just tell me now?" Blair wasn't sure why she was pushing so hard, but she found herself in the middle of two very complicated guys, and she needed a clue as of what to do.

"They're closer than brothers, but…" Nate hesitated, and sipped at his coffee to stall.

Blair glared at him. "But…" she prodded impatiently.

"But they've always been competitive with each other. If Chuck had something, Carter had to get it to, but it had to be better, and vice versa. Toys, nannies, cars… and women. They push everything to the max, and then, well there's always casualties, and it's usually not them. I'm not saying you're a game for them, Blair." He assured her quickly, but Blair was still frowning.

"Seems like I am," Blair shot back.

"Carter likes you, but he probably likes you more because you're friends with Chuck. Anything Chuck has, he has to have. But you're smart, Blair, you'll figure it out." Nate smiled at her, and patted her shoulder before walking back into the suite and leaving her alone.

Blair let out a long tired sigh, more confused now than when she'd asked. She was friends with Chuck Bass. She guessed that was true, but it didn't feel like enough. And Carter… well she had doubts that he actually liked her. He liked screwing with her, but genuine caring seemed beyond him, no matter what Serena or Nate thought.

"Morning Sunshine."

Speak of the devil, and he shall appear.

Blair turned around, so her back was to the railing and kept a careful eye on Carter. He was freshly dressed, and put together, his trademark smirk on his face. He seemed happier than usual, and that worried Blair. There was no telling what made him happy, she could only guess that it was other people's misery.

"Good morning," she returned cautiously.

He looked up from pouring his coffee to find her scrutinizing him, and grinned back at her. "Worried I'll tell my dear friend Chuck about last night?" He guessed, clearly reveling in the fact that he had something to hold over her.

"He knows." Blair told him bluntly, and she was surprised when Carter's face fell. He recovered quickly though, and that smirk winked out at her again. "Unhappy?" She asked, happy to have the upper hand for once.

He shook his head. "Just surprised. I thought that would be our dirty little secret. Bass doesn't enjoy sharing. You could be forever tainted in his eyes, oh what will you do." He taunted, and there was a new meanness in his voice that hadn't been there before.

"Why are you so concerned with Chuck? I'm only his friend. Friend, Carter. And you and I… well that was a mistake. I'm sure you'll agree." Blair used her best bitch voice, and smiled when she saw it was affecting Carter as planned.

"Friends?" Carter laughed, but it wasn't kind. "Don't fool yourself little girl. If you think all he wants from you is friendship, then you're either more naive than I thought, or he's stepped up his game. Either way, don't say I didn't warn you."

"Duly noted." Blair shot back, anger coursing through her veins. She wanted to smack that sleazy smile right off his face. The fact that he had touched her, made her want to vomit. "Are you jealous, Carter? Or do you just enjoy screwing with people?"

"Jealous?" A genuine smile tilted his lips, and Blair braced herself. "I like you. You amuse me, and there's no doubt you're beautiful, but I don't do jealousy. I fell into that trap once before, and that was the last time. I'm trying to help you out here, believe it or not."

Blair was surprised that she actually did kind of believe him. In his own sick little way, he thought he was warning her off of the big bad wolf. "Not everything is a game, you know. Chuck and I are friends… can't it just be that simple?" She knew the answer to this before he spoke it, but she still couldn't concede.

"No." He said with a finality that chilled her. "I get it. I really do. You look at him and think, I can save him. But you can't. And do you know why?" Carter's blue eyes bore right into hers, and held her to her place. He wasn't letting her get away easy, and she was terrified of the hard truths.

"Why?" Her voice was barely above a whisper.

"Because, he doesn't want to be saved." The bitter truth in his words hung in the air, until Carter shrugged his shoulders, and took another sip of his coffee. Blair turned to head back inside but Carter stopped her at the last minute. "I wouldn't have told him, Waldorf."

Blair nodded, but didn't turn back to face him. She believed that too, but it didn't matter. Chuck knew, and he hadn't cared, not really. Blair spent the rest of the morning meticulously packing her suitcase, and avoiding Serena. She knew eventually she would have to divulge her secrets, because Serena had the ability to see right through her, but not today. She still felt too raw, and confused from her encounters with all three boys.

The Bass jet was waiting for them at the airport, and Blair had never been so happy to see it. She was ready to go home, back to the comfortable existence she knew she could control. Serena wobbled on board behind her, and collapsed onto the nearest couch.

"Wake me up when we get to New York." She called out to all of them before closing her eyes, and entering dream land. Blair caught both Carter and Nate watching her, before Carter slid into a nearby chair, and Nate sat down next to Blair. Chuck as predicted headed into the bedroom and closed the door, not saying a word to any of them.

"Movie?" Nate offered pulling out his portable DVD player.

Blair shook her head. She wasn't in the mood for a cartoon marathon with Nate Archibald. Blair glanced at Carter's prone form, and found he was sleeping almost as soundly as Serena. She wasn't tired though, and without second guessing herself she walked over, and tapped softly on Chuck's door. There was a soft groan from inside, and Blair took that as he cue to enter. She did so quietly, not wanting to grab their other friends attentions.

Chuck was laying on his back, hands bent behind his head, watching TV. He glanced at Blair briefly, before turning back to the TV. She considered just leaving, since his welcome hadn't been that warm, but he wasn't telling her to get out either, so she walked around the bed, kicked off her shoes, and climbed up beside him. They stayed like that, in silence, for about five minutes before Chuck's program finished and he turned towards her.

He reached the remote control out to her with a small smile. "Your turn?"

She smiled back, and shook her head. "I'm sleepy, pick whatever you want." She had to stop a big dopey grin from consuming her face. He was being sweet and considerate, and warmer than she'd ever seen him.

He began flipping through the channels, making innocuous commentary as he went. "Trash… chick flick… vampires… more vampires…shit…" He finally stopped and turned towards her again. "It might be hopeless."

"I'm not much for TV." Blair returned, forcing her eyes to stay open. She liked being with him like this, all of Carter's warnings fading from her head. "You could turn it off?"

Chuck did just that, and then turned back to her. Their eyes remained on each other, some kind of silent standoff that Blair didn't understand. He reached out, and brushed his fingers across her cheek, brushing back some stray hair behind her ear. She closed her eyes at the feel of his touch, and then opened them again when he pulled away. He was still watching her.

"Did you sleep with Carter?"

The question surprised her, and interrupted the tranquil feeling flowing through her. She couldn't fold under his scrutiny though. "Does it matter?" She returned just as coolly as he had asked.

He took a moment to answer, obviously mulling around his answer. Finally, he shook his head. "I guess not."

"Then why ask?" She returned, determined to get the truth out of him.

He slid in closer to her, and his shin brushed against her sock covered feet. A jolt shot through her at the contact, and her resolve to get answers was quickly fading. She'd take this peace instead, if he would just stop talking about Carter, and that unfortunate incident.

"Maybe I worry." He said this very casually, but Blair's gaze shot back to his the moment he said it. Questions were clear in her eyes, and instead of shying away from them, he responded. "I feel responsible for you. I brought you here. Carter is my friend."

"I'm not a child," Blair snapped. She tried to roll away from him then, and get off the bed. She hated the constant reminders from him that she was just a little girl who needed to be cared for. He didn't treat Serena like that, and Serena was younger than Blair by months.

"Hey," he grabbed her arm, and pulled her back. "I didn't mean it like that." Blair still looked at him dubiously as he pulled her back into her previous position. "I didn't," he promised softly. His arm slid over her waist, and remained there, as the gap between them lessened. "I don't see you as a child Blair… trust me."

Blair swallowed hard. She could ask him for the truth now, he might give it, but she was scared. She was already in too deep with him, and the prospect of a bruised ego or broken heart didn't sound fun. She plunged forward anyway.

"What do you see me as?" Her question was earnest, and her stomach dropped when he groaned. He obviously was in no hurry to answer this, and that just spurred her on. "I need to know," she practically pleaded.

He opened his eyes, and stared straight into hers. "That's not an easy answer." She could see that he wasn't just dodging her question, he was being honest. But she was still as confused as ever. What could be hard about that? He either saw her as his nice little friend or something else. Whatever it was, Blair needed to know. She couldn't stand living with this anticipation any longer.

"Blair…" There was such softness in his voice, that it undid Blair. She moved in the remaining few inches until their faces were only a breath apart. His eyes were dark pools of emotion, and she knew her own mirrored his. "Don't." There was a warning in his voice, and she briefly contemplated backing out, but she had to know.

One minute they were staring at each other, and the next she slid her lips against his own. She'd always been kissed before, never the one initiating the kissing, and it was terrifying, but also thrilling. His hand tightened on her waist, and he tilted his face at a better angle, and suddenly they were kissing, really kissing. She was no longer the person leading the game, it was all him, and it felt wonderful. Her heart was pounding so hard she couldn't even think, didn't even want to think. She just wanted to feel, and she did. His lips were soft, and well tutored, and she followed his lead. He coaxed his tongue slowly into her mouth and she tasted coffee and peppermint, and it was wonderful. It would always remind her of him now, of this moment, of this thrill. And then without warning, he pulled away from him, and rolled over onto his back.

She just stayed there, in shock, yearning for more, but totally uncertain about what had just happened. She hadn't imagined him kissing her back. She knew that. She could feel that in the way he had touched her, held her in place, like she ever would have moved away. She hadn't, but he had, and she was stunned.

"Chuck…" she started to say something but couldn't find the words. Her cheeks were burning with her blush, and she wanted to bury her head beneath the covers. The fear that she wasn't good enough was overwhelming.

"That can't happen." His voice was harsh, and when she met his eyes again they were darker than ever. He seemed angry, and that just fueled her confusion.

Blair felt like she had been slapped in the face. Humiliation warred with pain, so she settled on something familiar, anger. She drew herself back from him, closing off her emotions the best she could, and turned on the perfect cool princess she'd been raised to be.

"It was a test," she told him casually. A prim society smile hung on her lips, and her deep brown eyes were frosty at best. He was watching her carefully, unsure of where this was going. She took a sick kind of pleasure in putting him off his game for once.

"A test?" He repeated skeptically, his born and bred arrogance shining through.

"Yes," Blair nodded. "You and Carter, I wanted to see who was best." She stood up then, and made a show of straightening out her clothes. She knew he was still staring at her, but she was careful not to meet his eyes. All she really wanted to do was find the nearest bathroom and puke her guts up, but that would be too embarrassing at this point. She had to face this situation down if she ever wanted to look him in the eyes again. "I have my answer now." She smirked.

He gritted his teeth, and she watched him clench and unclench his hand, before his features smoothed out, and he pinned her with his gaze. "Is that so?" She wasn't sure about the inflection in his voice, but she knew he was unhappy.

"Yes." She headed towards the door, her back stiff, her head held high.

"And?" He called after her, a sick kind of masochism spurring him on. She recognized that desperation, because she felt it all the time when she was with Serena. It was hard to love someone, and loathe them at the same time.

Blair turned her head over her shoulder, and met his eyes once again. She memorized his face, his eyes, his mouth, his cheekbones that could have been sculpted by a master. Everything about him was beautiful, except the inside. On the inside he was ugly, she could see that now. She wished she could say that automatically turned her feelings off for him, but it didn't. It drew her to him more if that were possible, but she wasn't a masochist, and she refused to bang her head up against that same stubborn wall over and over again. She had to make a break for it.

"For me to know," she said at last.

Then she walked out of the room, praying he couldn't see right through her. Carter was awake when she came out, he raised his eyebrows at her, and she ignored him. Serena was making funny little noises while she slept, and Blair walked over and crashed beside her. More than anything she just wanted to go home, and be herself again, but she'd lost something in that room, and she was afraid she'd never get it back.

The minute they touched down at JFK they all disbanded. Chuck had a limo waiting for them, but Blair insisted she and Serena would get their own car, and Serena didn't seem to mind. The blonde sloppily kissed both Nate and Carter, glared at Chuck, and then pulled Blair along with her. Blair didn't look back, not once. She had a feeling that would be the last time she saw Chuck Bass.

New Years Eve was the next day, and Blair refused to get out of bed. Dorota tried everything to get her to budge, she even threatened to call Miss Serena, but Blair wasn't moving. She was miserable, and embarrassed, and she just wanted to forget Christmas break, forget Chuck Bass. She'd behaved like a desperate floozy, first with Carter, then with Chuck. Serena had been right. Blair belonged in her safe little boxes, not in the crazy world that held the likes of Baizen and Bass. By noon Eleanor herself flounced into the room, and demanded Blair get up.

"What in the world is going on with you, darling?" Her question was more demanding, than concerned, but Blair began crying all the same. Eleanor rushed over to the bed, and stared at her daughter as if she was an alien from outer space. "Answers, Blair, immediately."

Blair wiped at her face, feeling even worse than before. Eleanor detested nothing more than human weakness, and Blair knew this little incident of emotion would not go unnoticed. She'd be off to the Ostroff Center in no time if she wasn't careful. Eleanor balked at even a whiff of scandal.

"Jet lag." Blair mumbled, and buried her head in her pillow.

Eleanor ripped the pillow away, and sent it sailing across the room. "You have company downstairs. I'll entertain them while you…" Eleanor scowled at Blair's appearance. "Make yourself presentable. Start with a shower, Blair. I'll have Dorota pull out an appropriate outfit. Do try to be quick." Eleanor kissed her on the forehead, in a brief show of maternal concern before she left Blair to Dorota's caring.

"Come on, Miss Blair." Dorota helped her out of the bed, and shepherded her into the bathroom. "Be quick, or Miss Eleanor will be very unhappy." Blair groaned, and shut the door in Dorota's face.

Blair was pulling on an Eleanor Original dress thirty three minutes later, as Dorota fussed with her hair until the spiral curls were sitting just right. Blair had no idea who was waiting for her down stairs, but she had the feeling it was another one of her mother's matchmaking schemes. Eleanor could just not accept that Blair wanted to decide one thing about her life on her own, oh no, she had to have a hand in everything.

"You look very nice, Miss Blair." Dorota smiled at her warmly, and Blair tried to return the gesture. She still felt as miserable as ever, but she knew she had to get on with her life now. Yesterday, was yesterday, she could move forward now and forget it ever happened.

Blair descended the staircase in a haze. All she could hear was the clicking of her heels on the tile, as she stared straight forward in a dreamlike fog. She wanted this meeting to be short and painless, but knowing Eleanor she wouldn't be able to escape until she agreed to another lame date, with a guy who would only want to talk about himself, and barely notice Blair existed.

"Blair," Eleanor trilled. She stood up, and pulled Blair down beside her on the couch. Blair attempted a friendly greeting, but her smile fell flat, and she gave up when Eleanor frowned at her again. "Your friends have come to check on you."

Blair perked up at the word friends, and finally looked at the two people sitting across from her. Chuck and Nate. Blair blinked, making sure she wasn't having delusions, but they were still there, and she was more confused than ever. Nate seemed oblivious to the tension, and just smiled in greeting. Chuck's eyes met hers for a moment, but as always they gave nothing of his intensions away.

"What are you doing here?" She asked rudely, and Eleanor gasped beside her.

"Manners." She whispered in a heated voice, and Blair stiffened up again. She could not do this with her mother as an audience. If Chuck was here on some revenge plot because she'd compared him to Carter, she was going to kill him.

"As we were telling your mother," Chuck took a moment to smile charmingly at Eleanor, "we've come to kidnap you. My parents are having a little gathering tonight, and my mother was so charmed by you, she insisted I make you attend." Eleanor was practically bursting with joy beside Blair, but Blair still just sat there.

"Not as boring as it seems." Nate joked, but quickly quieted when Eleanor shot him a look. "Sorry," he mumbled.

"Of course, Blair would love to attend. Wouldn't you Blair?" Eleanor's look told Blair she was going to that little 'gathering' come hell or high water, so Blair just nodded. "Good. I'll go make some arrangements. We'll miss you here tonight, darling, but I know you'll enjoy being with your friends more. Charles," Eleanor turned to Chuck suddenly, "do thank you mother. I'll have to invite her for tea sometime soon." Chuck nodded, and Eleanor was out of the room in a flash, no doubt to choose the perfect outfit and accessories for Blair's debut with the Bass's.

"Your mother doesn't like me." Blair told Chuck bluntly once Eleanor was out of ear shot.

"My mother isn't even in the country," Chuck shot right back. His polite veneer dropping completely. Would the real Chuck Bass please stand up, Blair thought with a frown. "Mother's are all the same. I couldn't tell her I was dragging you to my party. She would balk, and insist you had prior plans. So, I lied, and now you can come. You should be thanking me." He seemed so sure of himself, and that made Blair more uneasy.

"Very well," Blair smiled at him tightly. "Thank you, but I'm afraid I do have prior plans." She stood up then, and headed towards the foyer, hoping they would follow and leave as soon as possible. Blair would find something to tell Eleanor to get her off her back, but she wasn't going to subject herself to another evening of humiliation at Chuck Bass's hands.

Nate and Chuck did stand up, and follow behind her. Nate hit the button for the elevator, and told Chuck he'd see him downstairs before leaving. Chuck stayed behind, and pulled Blair back into the other room, shutting the doors behind them so they'd have a little privacy.

"I came all the way over here to invite you to my New Year's party. I thought that would please you." He really did seem confused over this turn of events, and Blair almost wanted to laugh. She might be seventeen, a little naïve, and completely lost, but she was done being his lap dog.

"You thought wrong," she returned, and tried to leave again. Chuck reached out for her arm, and held her in place. She turned back to him, waiting for him to say something else, but he seemed at a loss for words. "Chuck." She stared down at his hand that was still tightly grasping her wrist.

"You're angry with me?" He was surprised, and Blair wondered if no one ever dared to challenge him. "Because of what happened yesterday?" He sounded so incredulous, that Blair almost smiled. Her humiliation had felt like the end of the world to her, but it barely seemed a blip to him.

"I'm not angry. I'm not anything. I just don't want to go to your party. I have better things to do," she told him in the haughtiest tone she could muster up. Her nerves were shot though, and the place he was touching on her wrist was tingling. The affect he had on her was really starting to annoy her. She'd been around attractive guys before, what made this one so different? "Let me go, Chuck," she demanded.

He didn't release her. "I want you to come." He said this so easily, like because he wanted it, it would happen. Blair had never met someone so sure of themselves, so unused to being denied. She just stared at him, refusing to back down. "I apologize if I hurt you, that wasn't my intention." His words were strained, like he'd never had to use them before.

"You didn't hurt me." She said it a little too quickly, and the answering look in his eyes told her that he knew she was lying. "Maybe my pride a little…" She whispered, and he finally let go of her wrist. She stepped away from him, and walked back over to the window that overlooked the city.

Chuck walked up behind her, and stopped at her side, staring at the same vast terrain she was looking at. "You're beautiful." She could tell he meant it, but she was still afraid to look at him, so they both just stayed facing forward. "I like you. I enjoy your company." It sounded like he was pulling teeth, but he didn't stop, and Blair was glad. She needed to hear this. "I don't want to see you with Carter, either. He'll hurt you. He hurts everyone… so do I. It's the way we were made." Chuck let out a long breath, and Blair could feel the pain in his words. He was giving her something right then, and she was terrified of what the outcome would be. Would he resent her for this conversation, for this honesty? She hoped not. "You and I… we're friends. I want to be your friend."

Blair turned towards him then, and he turned as well. Their gazes locked, and Blair understood that he meant what he said. She just wasn't sure if she wanted the same thing.

"Friends talk, they know each other… they don't totally disappear when something gets too real." Blair aimed each word at him, and she could see the confusion in his eyes. He honestly didn't understand, and she wasn't sure if she had the guts to explain.

"We talk. I've talked to you more than I have most people. That's why I like you… it's different. We're different. Attraction is fun, but it means nothing in the end. It's not even real, not for me." Chuck's blunt words were a little shocking, but it told Blair a lot more about him. She knew she'd obsess about this conversation later, try to decipher every clue, but for now, she had to stay in the moment. He wasn't giving up on her, and that meant something.

"And we're real?" She pushed.

He turned away from her again, and looked back out at the city. It was starting to rain outside, and they could both hear the thunder cracking in the distance. "You're real," he answered.

She found his hand beside her, and laced their fingers together. Friends. Until that moment she wasn't even sure if she wanted that, but standing there with him she knew she had to say yes. He wanted her in his life, he maybe even needed her, and she decided she might just need him as well. Maybe things weren't going exactly as she had thought they would. Her crush was developing into something different, something more, something real. He was no longer a figment of her crazed imagination, he was a fully fleshed out person. He was flawed in the same way that she was flawed, on the inside where no one could see, where it hurt the most.

"Okay," she whispered. She dropped his hand, and headed back towards the closed doors. Eleanor would be expecting her upstairs at any moment, and if she didn't come soon her mother would come searching.

Chuck followed behind her, and stopped right in front of the elevator. They waited together.

"You'll come tonight, then?" There was a trace of vulnerability in his voice, and she smiled softly at him. Her misery from earlier was finally lifting. She felt renewed in some ways, even more lost in others.

She nodded. "It's easier than making up a story good enough to get my mother to let me out of it. Smart move, Bass, using Eleanor against me."

He smirked at her as the elevator dinged open. She waited for the doors to close behind him, before she headed into the hall bathroom to steady herself. She still had a million thoughts running through her head, ranging from the 'you're crazy' variety to the 'you did the right thing' kind. She decided it was probably somewhere in the middle. Being Chuck's friend wouldn't be easy, and not just because she had some very complicated feelings for him. She knew that beneath his wild charm, there was something very dark and ugly. If she wasn't careful she would lose herself in him, in his world, or worse yet she'd become just like him.

"Blair!"

Eleanor's shrill voice boomed from outside the bathroom, and Blair splashed water on her face, and tidied up her appearance. Tonight was the beginning of everything, she knew she should feel nervous, but she didn't. She was ready.

"Blair," Eleanor grasped her arm hard, and pulled her up the stairs with her. "You'll need to make the very best impression on the Bass family. You know how important they are to your father. It's fabulous that Evelyn has already taken to you, but then how could she not, you're my daughter."

Blair just smiled, and nodded. A new numbness taking her over. Eleanor primped and pampered her for the next three hours, making her try on a million different dresses, styling and restyling her hair until it was perfect, and her makeup, well they had to bring someone in for that. You would think Blair was going to meet the president if you went by Eleanor's behavior. Blair was finally deemed acceptable a quarter past eight, and she was slipping her heels on when her father came into her room.

"Have a moment Blairbear?" He asked with an easy smile. She returned it, and he came to sit beside her on her bed. Blair loved being with her father. He was one of the only people who accepted her for just who she was, neurotic, crazy, responsible, sometimes bitchy Blair. He didn't mind any of it, and she loved him all the more for it. "I need to talk to you about the Bass's."

Blair's heart did a rapid jump, but her face remained impassive. Her father had never butted into her personal or social life before. He seemed perfectly content to let Eleanor run the show, and Blair tried not to resent that. So, it was a shock to have him sitting there with her then, staring at her like she was once again his five year old little princess, he doted on every chance he got.

"Your mother has informed me that you're attending a dinner party that Evelyn Bass is throwing tonight…" Harold stared at her, and she stared right back. "Unfortunately, Evelyn is in France at the moment. I know this because Bart flew out this morning to join her… I was with him at the airport signing papers."

Blair didn't know what to say. She'd never lied to her father before, she'd never had to. But somehow she didn't think he'd be too keen on her spending even more time with Chuck Bass. She just remained silent, and hoped he would move this conversation along for her.

"I'm going to assume you are going to the Bass's?" Harold looked at her expectantly, a bit of censure in his tone.

"Yes, daddy." She answered like a dutiful daughter.

"With Chuck Bass?" He pressed, and she nodded. He frowned at her, and her stomach started to cramp. She didn't want to be having this conversation with him. "He's not such a nice boy – He's not a boy at all, actually." Harold corrected himself, and Blair remained silent. "I'd like you to tell me what is going on with you two, Blair."

Blair kept herself composed. "He's my friend, daddy. He invited me to a small gathering for New Years, and mom just assumed his parents were throwing it. You know how she gets, I didn't want to crush her."

Harold smiled. "Your mother is quite excited. I couldn't break it to her myself actually. She's only met Evelyn a few times, but she really enjoyed her company." Blair nodded. "Alright, Blairbear, we'll keep this our little secret this time, but next time just be honest. If you want to be friends with Bart's son, I can accept that. Just promise me you'll be careful. He's a bit wild, even his own father has trouble controlling him."

Blair grimaced inwardly, but smiled at her father. "Of course, I will. And thanks for not telling mom. She's been crazed over this all day."

Harold reached out for Blair's hand, and squeezed it within his own. "Happy New Years, sweetheart." He leaned in kissing her forehead, before he exited her room.

Blair could finally breathe again. She grabbed for her phone and texted Serena to meet her outside her building in five minutes. The evening was about to begin, and Blair was ready for it. As long as she could keep her Chuck lust in check, her Carter disdain on the down low, and a limited amount of alcohol in her blood stream, it truly would be a happy New Year.


	8. You Sit Completely Unaware

**AN: **Dropping off this quick update. Thanks again and again and again for all the kind words abou this story. You guys really do inspire me just as much as Chuck and Blair do… okay well at least as much as Blair, Chuck has a special place in my heart.

**Fake Empire**

Chapter Seven.

_I knock three times and hope that my _

_pale complexion won't blow my cover  
You answer the door with your innocent face  
Would you like to leave this human race, tonight?_

_---_

Sit back, grab some popcorn, and relax people, because the

Tin Man has returned from his sojourn, and this writer

has it on good authority that he's throwing the blow out

of all blow outs for NYE. This new year will no doubt be

celebrated with debaucheries acts, and front page scandals… DH

Blair rolled her eyes at Serena as her friend primped in the elevator's mirrors, making sure every hair was in place. Her barely there dress was sure to be a show stopper when they arrived, but even Serena's outrageousness couldn't get Blair down. She was ready for a New Year, and trying this friendship thing out with Chuck. It was only hours ago that they had agreed upon it, and she wasn't really sure what it would entail. Was she going to be his buddy like Nate? The thought made her smile, somehow she couldn't see that working.

"Why are you so happy?" Serena stared at Blair suspiciously.

Blair shrugged. "New year."

Serena was about to question her further, but the doors opened before she could, and Blair practically jumped off ahead of her. Serena was the one trailing behind then, and that gave Blair just the confidence boost she needed. She was no longer in awe of the Bass penthouse, nor did she need an escort to show her around. She saw familiar faces, and they greeted her or nodded in turn. She was beginning to belong the same way Serena belonged, and that thrilled her. This was her world now, and she was going to make the best of it.

"Oh look, Snow White." Georgina Spark's evil eyes glared up at Blair when she entered the smoky back room she knew Chuck would be in. He was of course, right next to the red head, smoking a joint, and laughing at something Carter was saying.

"You must be the Wicked Witch," Blair shot right back. Her first New Year's resolution was that she would not back down from Georgina. Showing fear was like the death knell with that girl, and Blair was done worrying about what she thought.

"Cute." Georgina gritted her teeth, and Blair looked right past her to the other occupants in the room.

There was Chuck, Carter, Nate and that snobby girl Poppy that used to hang out with Serena the year before. There were a few others too, Bree Buckley who had nice hair, but an odd taste in clothing. She'd been in Europe for the past five months, and they'd definitely rubbed off on her. Blair decided she would be the safest conversation starter though, and took the seat between she and Nate on the couch facing opposite Chuck, Georgina and Carter.

"Blair Waldorf." Bree greeted her with a genuine smile. "This is the last place I thought I'd find you." Her comment wasn't spiteful like it would have sounded coming from Georgina, but it still grated on Blair's nerves. Why was everyone so surprised she had a life outside of academia and society events.

"She's come over to the dark side." Carter winked at Blair, and slugged back the rest of his drink. He stood up then, and hovered over the rest of them. "Can I get you something, Waldorf. You're always more fun with a little liqueur in you." His gaze was challenging, and Blair had the urge to stick her tongue out at him. He could be so completely childish.

"Champagne," she answered him, and then turned back to Bree totally dismissing him. She knew that would bother him, and she smiled to herself. For once she was the one getting under his skin. It felt good. "How was Europe?"

"Life changing." Bree's entire face lit up, and for the next few minutes Blair was absorbed in her tales of living by the Seine, and traveling to Budapest and Bucharest. It sounded like a dream, and Blair decided Budapest would be the next place she visited, come hell or high water. Another adventure for Blair Waldorf.

"Hey." Blair looked up, surprised to find Chuck standing in front of her. He was holding an unlit cigar, and two glasses of champagne. "Join me." He handed her a glass, and nodded his head towards the balcony.

"Sure." Blair agreed, and said her goodbyes to Bree who was already talking Nate's ear off about London, and how he just had to visit this pub there. Blair noticed a sullen Georgina staring after Chuck, and she smirked. Take that, bitch.

Georgina caught it. "You're just a new play toy for him."

"Keep telling yourself that, maybe one day you'll believe it." Blair gave Georgina her back, and didn't wait for a reply. She wasn't going to waste another minute of her evening sparring with that girl. Besides, it was obvious Chuck could care less about her, and that pleased Blair to no end.

Chuck was standing out on the balcony by himself, lighting his cigar when Blair stepped out. It was chilly outside, and she crossed her arms over her chest, hoping to hold some of the warmth in. She would have grabbed her coat, but her dress was just too beautiful to be covered up. Chuck glanced at her next to him. When he noticed she was cold, he casually handed his coat to her, and she silently took it. Their interactions often stayed in this non verbal world of communication, and Blair finally felt like she was finding her sea legs so to speak. She wasn't running around blind anymore, at the very least.

"Georgina has a thing for you." Blair told him a few minutes later once the quiet had settled around them.

Chuck laughed, and took another puff of his cigar. "Georgie likes everyone."

Blair nodded. Georgina was a notorious slut, but Blair knew this was different. She had designs on Chuck, and she really hoped Chuck wasn't so blind that he didn't see that. If he wasn't careful she could go fatal attraction on him.

"Yeah, but she really likes you. Like she's probably in there right now creating a voodoo doll that looks just like me." Chuck turned to her with raised eyebrows and Blair tried not to smile. "I fear for my life. She's a real bunny boiler."

"A bunny boiler?" This really seemed to amuse him, because his smile lasted longer than it usually did, and Blair grinned back at him. "That's something new. I've heard her called a lot of things – I've called her a lot of things," he corrected himself. "But that's the best. Maybe we can get Humphrey to change her name to that in his little column."

Blair glanced back into the party for Dan, but didn't see him anywhere. "Did that traitor come tonight? Because if he did I'm really going to kill him. Serena and Carter won't stop calling me Alice," she grumbled.

Chuck moved closer to her, and draped his arm across her shoulders. Blair appreciated his warmth, and cuddled into him. His cologne mixed with the heady scent of cigar smoke, and she breathed in. She felt safe and content with him, and she really didn't want to move for the rest of the night. She knew they would have to. They'd go back into the party, and he'd find one of his whores to hook up with at midnight, while she found Serena or Nate, or maybe even Bree Buckley, but for right now that didn't seem to matter. It wasn't her reality, yet.

"Humphrey's around, probably hiding in some corner scribbling in his notebook." Chuck shrugged his shoulders, and stubbed out his cigar. His gaze moved down to her face, and she looked back up at him. "Don't kill, Humphrey. He's amusing to have around."

"Like I'm amusing to have around?" She volleyed, wondering what his answer would be.

He smirked. "You're much more attractive."

Blair couldn't stop herself from smiling. She liked this easiness that had grown between them. She wasn't sure when it had developed, but she couldn't live without it now. He was letting her in, he was actually making every effort to be her friend. It was almost unbelievable, but Blair saw behind his wild charm, and dark moods. He was lonely, and he recognized the same thing in her. Even in a room full of people they were lost, but somehow with each other, they weren't… not so much.

"I concur." Blair's hands were starting to go numb, and her legs were like popsicles, but she still didn't want to move. "My father knows your parents are in France. I got the third degree before I left tonight, and some not so kind warnings about you." Blair regretted it the moment it left her mouth, because he stiffened up beside her almost immediately.

"Unfortunately, Harold has been witness to most of my law breaking moments. He even had to bail me out once when I was sixteen." Chuck's tone was casual, but he was still rigid in her grasp, and she knew she'd made him uncomfortable.

"What did you do?" Blair asked, when she could think of nothing else to say. She wanted to apologize, but that would just make him retreat further. Chuck was his own worst critic, and it was clear to Blair that he didn't revel in his bad boy reputation as much as he said he did.

"Public intox. Indecent exposure. The usual." Chuck looked back down at Blair again, a tight smile on his lips. Blair reached up and brushed her fingers over his mouth, smoothing out his unhappy expression. She almost expected him to slap her hand away, but he didn't.

"You're an angel compared to, Serena." She tried to lighten the mood, but when she moved her hand back from his mouth he was still frowning. This time he wasn't even trying to hide it. "It's a New Year, you could become a totally different person if you wanted." She meant it to be reassuring, but she realized it was another misstep when he pulled away from her completely, his eyes dark with anger.

"No, Blair, it doesn't work like that. Not for me. I am what I am. Don't try to change me." There was so much venom in his voice, Blair could barely find her own. The idea that she wanted him to change was so ludicrous to her that she couldn't find the words. He ran a hand through his hair, and then turned his back on her to stare out at the city beyond them.

"I didn't mean it like that, and you can't just snap at me because you feel like it." She found a little of her own anger, and snatched the coat off her back. She walked around him, and shoved it at his chest, but he wouldn't grab it, and she finally had to fold it back into her arms. "You think I want to change you? I don't even know who you are, Chuck. I don't even know who I am." She shook her head, and looked away from him. She didn't understand how such a peaceful moment could break down into this disaster. Were they that volatile that they couldn't even sustain a ten minute conversation without bloodshed.

"You're Blair Waldorf." He was mocking her, and she jerked around to face him again, a million nasty things on the tip of her tongue. He continued before she could begin though. "I know you. I know exactly who you are. You're the girl who does everything the right way, the respectable way. No one whispers about you. They wouldn't even have anything to say. You're fucking perfect, Waldorf, and you don't even get that."

"Perfect?" Blair laughed in his face. "Nobody's perfect, especially not me. And yeah, you know what I do follow the rules. I always follow the rules." Her voice was getting higher and higher as she went, but neither of them even seemed to notice. "Where has it gotten me? My mother runs my life. I do one wrong thing, and you'd think the world was ending. I feel like I can't even breathe half of the time, and the other half…" Blair stopped herself, taking in a deep breath, and calming herself down. She wouldn't be baited into this conversation, not tonight, not with him.

"The other half?" His tone wasn't condescending anymore, it was softer, filled with genuine curiosity. She still couldn't look at him. "Blair?" There was pleading in his voice, and very slowly she turned back to him. "The other half…" He speared her with his black eyes until she could no longer handle her own silence.

"I don't even want to breathe. I want to be anyone other than who I am." Blair felt exposed, shredded on the inside, and she didn't like it. She wanted to strike out at him like he always struck out at her, but she didn't have the energy, so she just lingered in the silence with him.

"I'm sorry." He said a few minutes later, and she nodded in return. The quiet night enveloped them again, and Blair slipped his coat back on before she froze to death. He stayed a few feet away from her though, both of them too afraid to cross those barriers again.

"Almost midnight." He announced sometime later. The cold had completely numbed Blair to her bones, and she had no idea how long they'd been standing like that. The party had gotten progressively louder inside, but neither of them had attempted to go back in. "We should…" Blair nodded towards the door.

"I like it out here." Chuck looked over at her, and finally bridged the gap between them again. Their elbows bumped, and the warmth from his body felt like a balm against her own. "Stay… please." He put his hand out palm up, and she slowly slid hers into it.

In the distance they heard revelers on the street, laughing, dancing, enjoying life. Inside the countdown began, and Blair softly began rolling the numbers off her tongue.

"One." She whispered at last, gripping his hand tighter than ever. He leaned down then, and for a moment she was sure he was going to kiss her, but his lips slid against her cheek instead of her mouth, and she closed her eyes, hoping to freeze the moment in place.

"Happy New Year, Blair." He kissed the side of her cheek, next to her ear, before pulling back. He slid his hand out of hers, and turned back towards the party. "Keep the coat." He told her, before walking inside. Blair watched as Georgina launched herself into his arms, and a blonde came up beside him waiting her turn. It was a sad picture of a sad boy, and Blair understood more than she wanted to. He'd take one of them to bed tonight, maybe both, you never knew with Chuck. He would lose himself for a while, but then he'd wake up just as empty as before, still searching for whatever he thought would make him whole. Blair worried he would never find it.

When Blair came back inside she found Serena wrapped up in Nate's arms, kissing the hell out of him while Bree Buckley watched with a forlorn expression. Don Juan struck again. Humphrey was in there as well, and he was trying his best not to be mauled by a very drunk Poppy Lifton. Blair took a little pleasure in his distress, her little Alice moniker could not go unpunished.

"Blair!" Serena disentangled from Nate, and threw herself into Blair's arms. Had Carter not been standing behind them, they both would have toppled.

"Serena, control yourself." Blair screeched, on edge from her conversation with Chuck, and Serena's obvious drunkenness.

"I love you, B. I really do." Serena leaned in and kissed Blair right on the lips, causing a few cat calls from nearby guys. "Happy New Year!" She giggled, and then finally released Blair, and stumbled back towards the wet bar.

"She somehow makes that work." Carter stared after Serena with an affectionate smile, and Blair didn't know what to make of that relationship. She knew they'd hooked up, but Serena was so casual about him, and him her most of the time. Before Blair could ponder it further she had to bypass Carter who was leaning down to kiss her. She just narrowly escaped his lip.

"Carter." She grit his name between her teeth like it was a truly vile thing.

He just laughed. "You're no fun, Waldorf."

"Don't try that again, or you'll be seriously impaired afterward." The threat was clear in Blair's voice, and Carter winced in response. "Can't you just go away now? Pretend we don't know each other."

Carter shook his head. "Sorry, can't do it. Happy New Year." He gave her his trademark smirk before he walked off in the direction Serena had headed. They would all be completely tanked in no time, and Blair was way behind. She'd had one glass of champagne because she'd been too busy going through an emotional crisis with Chuck. Maybe holidays made him maudlin.

Blair bypassed Chuck, Georgie and the blonde who were on the couch. There was licking involved, and Blair grimaced. By the time she made her way to the open bar Dan Humphrey was standing there, drinking a glass of Scotch. Blair glared at him, and he tipped his drink in her direction.

"I should kill you," she told him once she'd poured her own glass. Champagne of course, she didn't like the strong stuff. "Alice? I don't think so."

Dan smiled at her. "Perfect fit."

Blair rolled her eyes, and decided to ignore him. New year, new year, new year, she kept chanting to herself. She wouldn't bother with people like Dan Humphrey or Carter Baizen who seemed to live to annoy her. She would occupy her time with better endeavors, things worthy of her attention.

"So, you and Chuck Bass. I never would have thought." Dan's tone was conversational, but there was also some censure there, and Blair didn't like it.

"Chuck and I, what?" She snapped right back. "And don't even think about writing something in your cheesy little gossip column. I'll sue you." Dan laughed. "I mean it this time," she assured him.

Dan nodded. "I believe you, that's what's funny." Blair wasn't amused, and he finally stopped. "Don't worry, I only write what I have concrete proof of, and you haven't slipped… yet." He laughed at his own clever joke, and Blair wanted nothing more than to throw her drink in his face.

"Chuck is my friend. Nothing more. You'll have to amend your crazy conspiracy theories I'm afraid." Blair gulped back the rest of her champagne, and poured herself some more. She glanced behind her, and saw that the couch where Chuck had previously been was empty. The thought turned her stomach. His games had already begun.

"He left a few minutes ago, two in tow." Dan told her, obviously catching onto her thoughts. "I don't particularly like you, Blair, but I'm going to warn you anyway. Chuck's a human wasteland. Even someone like you doesn't deserve him." Dan's words were blunt and to the point, and it took Blair a moment to recover from her shock.

"Someone like me?" She chose the easiest topic. "You mean classy, refined, smart. Unlike someone like you, a bottom feeding gossip columnist. New money." She made the words sound dirty, but she was dismayed to see that they hadn't affected him at all.

"I'm all of those things, but I'm not naïve enough to fall for Chuck Bass's particular line of bullshit. You can't say the same." Dan was too sober, and Blair was getting warm from the alcohol, but she just couldn't let his words stand like that.

"I don't think you're Chuck's type. And I'm not naïve. I know exactly who he is. My friend. End of story." Blair set her glass down, and started to walk away. She liked having the last word. Dan reached out, and grabbed her arm, stopping her.

"You know what he lets you see, but I see everything. I think it feeds his ego to let me follow him around, so he does. And I can promise you, this isn't the full picture. Imagine the worst stuff you could, and he's done it. You should see his arrest record. It would blow your mind." Dan just kept on going, and Blair's stomach rolled with nausea. How had she gotten herself into this conversation. "Listen to me or don't, Blair, but at least I tried."

"Noted. Now, let go of my arm, and crawl back under your rock." Blair jerked away from him, but turned back just as quickly. "Oh, and you write one word about this conversation in that trash rag, and I'll-"

Dan beat her to it. "Sue me, yeah I know. Happy New Year, Blair. Good luck." He saluted her with his drink, and then blurred back into oblivion, while Blair sought someone else out, anyone else.

She happened upon Nate, Serena and a couple of others playing a drinking game. She slid down onto the floor beside Serena, and laid her head on her friends shoulder. She couldn't get the image of Chuck and those girls out of her head, but she knew she had to. FRIEND, Blair, she yelled at herself. He's your friend. Jealousy was a bitch, and Blair now knew it intimately.

"Your turn, B." Serena turned to her with a sloppy smile.

"I don't even know what you're playing," Blair protested. They were doing shots, and Blair much preferred her Champagne.

"I Never, and it's your turn. You sat down." Serena reminded her annoyingly, and Blair frowned.

"I never…" Blair drew a blank. She hadn't done a lot of things, too many to count actually. I've never had sex. I've never really been love, until maybe now, and that's already a disaster. I've never been happy with myself. I've never been camping. I've never failed a test. Her list went on, and on, and on, and it depressed her.

"Come on, Blair," Serena encouraged. "Or I'll choose for you."

Blair knew whatever Serena said would be mortifying so she settled. "I've never kissed Nate." She shrugged in Nate's direction when he groaned, and every other girl in the circle downed the shots in front of them.

"Low blow, Blair." Nate was laughing though, and Blair smiled back at him. "Okay, my turn…"

This game lasted another thirty minutes until Blair was falling asleep from boredom, even Serena seemed tired of it. They ended up excusing themselves, and Blair pulled Serena out onto the empty balcony to help sober her up. The cold air hit them hard, but neither minded. They sat down on the edge, dangling their bare feet over it, and looking down at the city far below them. People were dancing in the street, keeping the celebration going, and Serena yelled down at them, getting a few calls right back. Blair shushed her friend after a few minutes though, this wasn't that kind of neighborhood, and she didn't want it getting back to the Bass's.

Serena turned to Blair suddenly, her glassy eyes clearing up for a moment. "What do you want to be when you grow up, Blair?"

The question startled Blair, and the standard answer she usually gave out didn't seem to fit anymore. Did she really want to run her own charity foundation? No, not really. That had been her mother's brilliant response when people asked, and Blair had never had the courage to disagree.

"I don't know," she whispered in response. Her eyes pricked with emotion, and she turned away from Serena so her friend couldn't see. The realization that she was completely lost scared the hell out of her. What did she want from her life? Not Eleanor's safe world, not this craziness either.

"Me either." Serena sounded just as scared, and Blair looked back at her. Their eyes locked for a moment, a world of understanding passing between them, and seeping into their bones. They'd always avoided stuff like this, both too afraid of their own answers. It was a new year though, time to wake up and join the world. "I think we're doomed to disappoint our parents," Serena said wisely.

Blair nodded, and a little giggle escaped her lips. "If my mother knew what I was doing right now, she would have a coronary."

Serena began laughing too. "Eleanor would die – well she'd ship you off first, and then she'd die." Blair nodded, and their joined laughter consumed them for a few minutes. When they finally sobered up, Serena looked sadder than ever. "My mother wouldn't even care… she's off with husband number whatever, and my father… Who knows with him anymore." Serena began crying, not a normal girl cry, with red eyes and blotchy cheeks, but a perfect silent cry, that fit Serena van der Woodsen to a T.

Blair linked arms with her, and pulled her in closer. "Fuck her, then. Fuck them all." Blair felt liberated, but couldn't stop herself from giggling again.

"You just said fuck!" Serena yelled, laughter overcoming her as well. "Say it again, say it again!" She joked, and Blair stuck her tongue out at Serena. "Fuck'em." Serena agreed, with a decisive nod her of head.

"Fuck them." Blair agreed.

The door slid open behind them, and the girls turned to find Carter, Nate and Chuck coming out, invading their peaceful bubble. Serena and Blair shared a look, and smiled. It felt right, somehow, the five of them. Barcelona had changed things. That night had changed things. They all fit, jagged puzzle pieces that no one else understood. Nate slid down beside Serena, and Carter and Chuck sat down in the chairs, lounging out like the kings they knew they were. One day they would rule this world, high above the city, CEO's of their own domain. Nate would never be a king, he'd never want to be, and they all understood that, and Blair knew were a bit jealous. Serena would still be wandering, and Blair… Blair would be Queen. What did Blair Waldorf want to do when she grew up? She wanted to rule.

"What happened to Georgina?" Serena was the one to break the silence, and she looked right at Chuck. Blair knew she was doing it for her, and she tried not to smile. Serena would always have her back, even if it meant facing down Chuck Bass himself. Not that Blair needed that, at least not that night.

"She threw a fucking fit, broke a sculpture, and left." Carter was the one to answer. He was sneering at this, and Nate was chuckling. "She's one crazy bitch."

"Georgie is special." Serena laughed as well.

"She wanted a threesome with Chuck and Carter," Nate filled them in. He could barely get it out between his laughter though, and when he finished Blair and Serena couldn't stop giggling either. Chuck and Carter looked less amused. "I'm sorry, but it's funny. The looks on you guys faces… I wish I had a camera. Priceless." Nate just kept on laughing.

"Like I said, Georgie's special," Serena managed between bursts of her own laughter.

Blair settled down first, and twisted around so she was facing both Chuck and Carter. "I'm sure you've gotten stranger offers."

Chuck smiled, it was brief, but it was there, and Blair smiled back at him.

"Fucking psycho." Carter grumbled, and shot both Serena and Nate looks that finally silenced them. "I don't know how you handle her shit, Bass. Once was enough for me, but you just keep coming back for more." This last comment was aimed at Blair, and she knew it, but she didn't give Carter the satisfaction of reacting.

"Jealousy is unflattering, Baizen." Chuck shot Carter a knowing look, and for once Carter actually shut up. Blair was impressed. "You're going to freeze out here." He frowned down at Blair. "Where's my jacket?"

"I gave it to, Humphrey. His wardrobe is seriously lacking." Blair joked. Chuck wasn't amused. "I'm fine, Chuck. Not cold at all," she lied through her teeth.

"Come 'ere." He patted the lounger beside him, and Blair pushed herself to her feet, and climbed up on it with him. There was barely any room, so she ended up half on his lap, and half off. It wasn't very comfortable. "I promise not to bite." He whispered in her ear, and situated her so she was fully on his lap, and his arms were bracketed on each side of her.

It only took Blair a few minutes to get comfortable in his grasp. He was warm, and inviting, and no one was giving them suspicious looks, not even Carter. The minute she relaxed fully into his body, his arms came around her, and locked around her waist. She was confused by him, by the easy intimacy that had sprung up between them. It seemed each new encounter pushed the barriers just a bit further, and Blair wondered where it would stop. Nate and Serena were all over each other all the time though, and they definitely weren't dating. Perhaps, this is what she had been missing. All the rules were different here, but she was a quick learner, and she was determined to catch on.

"I just realized something!" Serena interrupted the silence, and turned around so she could see, Chuck, Carter and Blair as well as Nate. "All three of you have slept with, Georgina." She looked between them all. "You have Georgina cooties." She laughed at her own joke, and Blair smiled as well. She did her best to repress the fact that Chuck was part of the three, but it didn't work that well.

"I was drunk." Carter excused himself.

"I was sixteen." Nate said next. "And stoned." He added, as if this was a big contributing factor. Blair had no doubt it was. Georgie and drugs were synonymous.

All four of them turned towards Chuck next, waiting for his excuse. He just smirked though.

"I'm Chuck Bass."

Carter raised his drink. "Touché."

Nate and Serena laughed, but Blair didn't even crack a smile. Her gaze lingered on his face, and their eyes met. A lopsided smile tilted on his lips, and Blair returned it. He was infamous, and he knew it, but did that make him happy. She wanted to ask him, are you happy, but she couldn't. She was too afraid he'd turn it back on her, and her answer was even more terrifying. No, I'm not, she'd have to say, and she wasn't ready to verbalize that, because once she did she would have to do something about it. And she had no idea where to start.

The five of them lingered out there a while longer. Serena told some crazy Georgina stories, and Carter and Chuck went back and forth, slyly cutting at each other, until Blair felt like they were close to fisticuffs. Theirs was a dynamic she had yet to figure out. Nate and Serena seemed oblivious, but she doubted they truly were.

"Remember that time you got arrested in that Thai brothel? Daddy was thrilled with that wasn't he." Carter's gaze was defiant as he laughed in Chuck's face. "Good times."

"Enough." There was a warning in Chuck's voice, and no one could miss it, least of all Carter. Unfortunately, Carter was drunk, and he just didn't know his limits.

"Our master has spoken. Should we listen?" Carter glanced between them all. "I don't think so." He decided, his eyes moving right back to Chuck's. "Why don't we tell them what you were doing in that brothel? Or hey," Carter stopped, "why don't we pick a different arrest. How many times have you spent the night in jail? – Shit, not the night. Daddy never lets his golden boy rot away with the simple folk, now does he?" Each word was aimed for precision, and Blair could feel Chuck's body tightening underneath her. He was about to explode. His anger radiated off him in waves.

"Or," she jumped in before Chuck could. "You could stop with the bullshit, Carter, and go get yourself another drink. You're still a little too sober for my tastes."

"And I know exactly what your tastes are, don't I Waldorf?" Carter was just gearing himself up, and Blair blanched at the animosity in his gaze. She'd never seen him this unhinged before.

Serena's head whipped around at that, and she glanced between Carter and Blair. "You didn't… did you?" She looked scandalized, and Blair was torn between laughing at her reaction, and completely biting Carter's head off.

"I absolutely did not." Blair made sure everyone could hear the disgust in her voice. "That's your ridiculous delusions, Carter. Keep them to yourself." She snapped at him, ready to say more. Chuck's hold on her tightened, and she glanced up to find him shaking his head at her. "Fine," she mumbled under her breath, and dropped it. She had no idea why Chuck was protecting Carter, if you could even call it protection, but a full out war wasn't what she wanted for the evening, so she shut up.

"My delusions?" Carter laughed at this.

Blair tensed in Chuck's arms. She knew what was coming, and she wanted to fall into a black hole right then.

"Don't." Chuck stopped him in his tracks, his voice colder than Blair had ever heard it. Carter stopped, looked between Chuck and Blair sitting there, and just shook his head.

"You were right, Waldorf. I do need another drink." Carter got up then, and headed back inside, leaving a lot of tension in his wake.

Nate and Serena looked between each other, before standing up and saying they were cold, and going back in. Blair and Chuck stayed where they were though, and waited until they were alone to speak.

"He's just as psychotic as Georgina. How do you attract these people?" Blair was getting huffy, but her heart was beating a mile a minute in her chest. For a second she had thought that Carter was going to call her out in front of everyone, and that really would have humiliated her. Chuck had saved her though, what a twisted White Knight he was.

"I'm going to take that as a rhetorical question, and move on." He informed her, his voice still a bit frosty. She sat up on his lap, and twisted around so they were face to face. "Carter is a mean drunk." This didn't seem to faze him on the outside, but Blair had felt how upset he was just a moment ago before Carter had left.

"Why do the two of you do that?" Blair asked, curiosity finally getting the best of her. "Serena and I fight, but… not like that." She and Serena would just pull each other's hair, or insult each other's clothes. They rarely got into lambasting, especially in public. At least not since they turned twelve, and realized it made them both look bad.

Chuck shrugged, and looked away from her. Blair frowned at him, and shrugged her shoulders back. "I've had too much alcohol for you to be this annoying." She told him in her haughtiest tone. He turned back to her, and smiled at the expression on her face. "I'm not kidding, Bass." She wanted to sound threatening, but she failed. She was half sober, and sitting on his lap, he had the upper hand, per usual.

"Carter doesn't like to lose. Neither do I." Chuck explained casually, and took a sip from the drink in his hand.

"Simple as that?" Blair shot right back.

Chuck nodded. "Simple as that."

Blair awoke the next morning with a fuzzy feeling in her mouth, and a headache that would not stop pounding. The sun was pouring in from the balcony, and Blair was so tempted to scream in annoyance. She was not in her bed, and was most definitely not wearing her comfy pajamas. Instead, she found herself sprawled across Chuck's couch, a small blanket covering her legs, and her shoes discarded right beside her. She glanced around the room, and saw that there were a few other people still around. Nate was crashed on the couch across from her, and Serena was cuddled up beside him. Poppy Lifton had passed out on the floor, and an unidentified blonde was creeping through the room searching for something. She startled when she realized Blair was watching her.

"I lost my purse… silver clutch, sequins?" She asked hopefully, and Blair just shrugged.

She could barely remember her own name at that point. She had lost count of the drinks she'd consumed when Serena had handed her the first of many Tequila shots. She vaguely recalled Serena trying to convince her to dance on a table with her, and hoped like hell that she had refused. But after that everything was kind of a blur. There had been Chuck, and Carter, and Nate. And she thought she remembered commenting on Bree Buckley's odd dress, but otherwise… not so much memory. That had never happened to her before, and it was a little disconcerting.

"Found it!" The girl yelled triumphantly, and Blair clutched her head in pain. "Oh, sorry about that. Um, you're friends with Chuck Bass?" It was a hesitant question, and Blair nodded. "Could you give him my number?" She hastily scrawled something on a napkin and handed it to Blair. "He's still crashed in the bedroom, and I didn't want to wake him up. Tell him I had a great time?" She smiled hopefully.

"Sure," Blair agreed. Bile was rising in her stomach, and she just wanted this girl to leave so she could go into the bathroom and heave.

"Thanks." The blonde grinned wide, and then flounced out of the penthouse with her tacky purse.

Blair waited until she was gone, to throw the napkin onto the table, and head for the bathroom. Thirty minutes later she felt a little bit better, but not much. She was glad she'd told her mother she'd be spending the night with Serena, or she would have had the National Guard after her. As it was she knew Eleanor would be grilling her for every little detail of her night with the Bass family. Blair was going to have to come up with something really creative to get her mother to move on, and hopefully never mention this evening again. Maybe Evelyn had come down with food poisoning, and therefore Blair didn't even get to see her. She was ruminating on that thought when Chuck strolled into the living room, fully dressed for the morning, and looking impeccable.

"Morning." He greeted Blair before coming to sit beside her on the couch.

"Your blonde left her number for you. She had a great time." Blair recited in a monotone voice. "Oh, and she had a tacky purse." She added her own commentary as she yawned. She needed a bed, preferably her own, but any would do. She'd barely had four hours of sleep, if that.

"Did you catch her name?" Chuck asked, barely interested. Blair shook her head, and closed her eyes, sliding back against the couch. She could not go home to Eleanor looking and feeling like this. Her mother would just know, she always did.

"Come on." Chuck wrapped an arm around Blair's waist and helped her up from the couch. He walked with her back into the foyer, and practically lifted her up the stairs one by one. Her legs were that useless. Once they got to the top, it was only a few more feet until he was pulling her into an unoccupied bedroom.

Blair looked around the room, and realized it must have been his. It had pictures of him, Nate and Carter on their various travels, and his clothes were laying all over the place. Blair stopped in the doorway, before he could lead her further. "Georgina Sparks has been here, I don't want to contract any of her diseases," she told him bluntly.

Chuck laughed softly. "I don't bring girls in here." Blair gave him a pointed look. "For sex." He clarified, and Blair frowned at him. "I could always ravish you, Blair, but you don't seem up for it this morning, and I'm quite tired from my earlier activities. But…" He smirked at her.

She frowned at him, barely able to keep her eyes open. "You're not cute." His returning smile told her that he knew she was lying, but wouldn't call her on it right them. "You're not," she mumbled.

"Sleep it off in here. I'll have my maid call your mother with some excuse for your absence." Chuck's offer was kind, and Blair nodded in agreement. He quickly pulled back the covers on his bed, and helped her slide in. She was nearly asleep the second her head hit the pillow, his unique scent hitting her full force, and making her snuggle in deeper.

"Blair," he called out to her before she could completely doze off. "Here." He handed her a black t-shirt. "To change into…" He explained, and she still just stared at it with a confused expression. Her mental faculties were failing her fast. "If you need help…" He teased, and she nodded again. "If you insist."

He walked back over to her at the bed, and she twisted around so he could unzip her dress. He did it slowly, inch by inch, and the cold air felt good against her skin. His warm hands swept across her upper back, pushing the dress forward, and off her shoulders. The pretty back lingerie set she'd bought before going to Barcelona was on view for him, and he stopped undressing her for a moment just to stare. She could feel a blush creeping up her neck, but she was too tired, and still a little drunk, so she didn't try to cover up.

He leaned in so his lips were hovering right above her ear, and his cheek was pressed into her messy hair. "You're a tease." His voice was rough, and she knew that if she just turned around a little bit, he would take care of the rest. But she liked the fragile friendship that was building between them, and kissing him would do nothing to help it. Besides, he wasn't just looking for a kiss, and Blair wasn't ready to abandon all her romantic dreams for an early morning hook up after he'd already been with at least one other girl.

"Hurry up," she demanded.

"Turn around," he instructed. She debated doing just that, but decided it was better not to tempt fate. She could finish dressing herself.

"I'm fine now. Wake me up in two hours, and make sure your lie to my mother is convincing. Make it good," Blair told him, and then waited for him to leave.

He headed for the door, only turning back once he'd opened it. "I always make it good." His eyes were taunting her, and she stared back for as long as she could, before her will power took a major nose dive. Thankfully, when she looked back up he was already shutting the door behind him, and she was alone again. She made quick work of her dress, and slid into the shirt. She wondered when he'd worn this, it seemed too casual for Chuck Bass, but it was worn in enough that she knew it had to be a favorite. Maybe when he trekked through Nepal, or fished in Alaska. She drifted off to sleep with these thoughts in her head, and a smile on her lips. Happy New Year, indeed.


	9. And She Waits

**AN: **I have returned with an update. I had to force myself to find a stopping point with this chapter, and I think this was good for now. I'm going to try and get the next chapter out a bit quicker, because it's going to follow this one so closely. Thank you all again for your wonderful reviews. Blair approves. ;)

Questions: I read a question about whether Blair would have her eating disorder in this story or not… I'm not willing to say just yet.  Time will reveal all.

**Fake Empire**

Chapter Eight.

_Well, heaven's not a place that you go when you die.  
It's that moment in life when you touch her and you feel alive.  
So live for the moment._

_---_

Little Alice took another dip into the big bad world of the Tin Man when she accompanied

him, Don Juan, Madame Bovary, and Odysseus to Victrola. This author has

it on good authority that Alice took her turn on stage, and there wasn't a dry

eye in the house. The Queen of Hearts was once again excluded from this venture.  
Will she ever make her way back into the Tin Man's good graces? This writer

has serious doubts. TM has a new fascination, and we all know her name. – D.H

Blair threw down the newspaper she was reading, and it slid from her lap onto the Bass's plush carpet, making a swish as it scattered. Chuck glanced at her from his place at the end of the couch, where he'd been going through files his father had brought to him earlier, and smiled in amusement. Blair had spent the past fifteen minutes, reading, and rereading Dan Humphrey's lame little column, and she was just getting madder. It was slander, that was what it was, and Chuck didn't even seem to care. None of them cared but Blair.

"I'm calling my father, and I'm going to sue him. He can't even get his facts straight now. I did not go to Victrola with you." Blair was in a mood, and this morning's edition of Dan's gossip rag hadn't made her any happier.

"I know. I tried to call you." Chuck told her totally missing the point.

He'd been engrossed in Bass Industries business since he picked her up from Constance, and she was beginning to get annoyed with him as well. She'd had a perfectly relaxing afternoon planned. Iz and Kati were going to come over, assist her with that awful science project she'd agreed to do for extra credit, and she'd lined up mud facials for all of them. But then Chuck had been waiting outside for her when she'd finished, and she just hadn't been able to say no to him. It seemed like all she did lately was split her time between school, Chuck, and the rest of their friends. Even for Blair it was a bit much.

"I had a paper due." Blair explained for the third time. He'd been pouting about her non appearance last night since she'd gotten into his limo. His insistence on her presence made her feel warm and gooey inside, but she did her best to suppress those feelings, and focus on the just friends thing. You didn't want to maul your just friends, you simply wanted to be… just friends. It was all getting too complicated for Blair, but she knew this was the only way to stay in each other's lives, and they needed that, the both of them.

"I told you I could pay someone to do those for you." He offered for the hundredth time, and she didn't even respond. She knew he wasn't serious, because she'd already gone through her entire speech about earning her own grades, and how important they were to her. He'd gotten it around the fifth time, but he still offered just to irritate her, she was sure.

"I don't even like Victrola." She lied, and moved her feet from his lap. She had just thirty minutes before she promised Eleanor she'd meet her at Barney's for a little retail therapy. Her mother had been stressing for the past week about her fashion show coming up, and she insisted they go and check out her current collection. Blair didn't protest. She was already getting away with so much under her mother's radar, she didn't want to rock the boat at all.

"Liar." Chuck smirked. He knew that she loved that place just as well as he did, and every time he even thought about giving up on his proposal she pushed him harder. One day Bart Bass would have to see the potential in his son, if not Blair might die trying to make him.

"Fine," Blair agreed easily. She grabbed for her shoes on the floor, and began sliding them on, as she checked her watch again. She'd have just enough time to grab a coffee before she had to meet her mother, and she desperately needed it. Her new nocturnal hours were keeping her exhausted. Funny how Serena just breezed right through the day, although Serena wasn't set to be Valedictorian either. Blair smiled to herself, that would be her.

"Cancel on Eleanor. Nate and Carter are coming over, we're having poker night." Chuck grabbed her purse from her, and set it aside so she couldn't reach it without climbing over him. She glared, and he smiled back at her. "Just tell her my mother's invited you for another dinner. She loves that."

Blair shook her head. "Eleanor already thinks I'm best friends with your mother, I don't want to further that delusion. Especially since I haven't even had one dinner with your parents. In fact, your mother pretends like I don't exist every time she sees me. It's tiresome." Blair had learned quite a few things about Chuck in the past few months, the main one being that his parents sucked… on all levels. Bart was a demanding control freak, who had no idea how to show human affection to his only child, and Evelyn… well Evelyn was something else entirely. Blair dreaded her.

Blair tried to reach over Chuck for her purse, but he dodged her, and she ended up in a heap on his lap. He smiled down at her where her head was perched on his legs, and her hair was spilling over the side. She could just imagine what this would look like if someone walked in. She tried to right herself, but he held her down.

"Let me enjoy this for just a moment longer." He leered at her, and she glared back, but didn't move. Finally, he let go of her arms, and she righted herself beside him. She still couldn't reach her purse, but she was planning her next move carefully. "Are you concerned I'll beat you, Waldorf?" He returned to the poker theme.

She sent him a devious smile. "I'd smoke you, but I'm still not coming. I have to go meet my mother, and then I have to do my science project – and yes before you say it, I do know how lame that sounds. But I am going to get an A in that class, and I am going to be Valedictorian next year, so just stop protesting, hand me my purse, and I might not kill you." She finished with a saccharine sweet smile.

He grabbed her purse, and handed it to her, but when she tried to pull it away he held on. "Come by later, with your ridiculous project, and I'll get the maid to help you." It was the closest thing to a compromise that Chuck Bass knew, and Blair almost smiled at him. She didn't know what it was that drew them together, but it felt nearly unbreakable now. That thrilled and terrified her in equal measure. He had become too important to her. He had become her survival, and though he'd never said it out loud, she knew she was his as well.

"I'll consider it," she agreed. He released her purse, and she scrambled off the couch after checking her watch and seeing she was nearly late already. "I'll murder you if I'm late." She yelled at him, as she rushed through the apartment towards the elevator.

Chuck's laughter followed her out, and she was almost free when the elevator doors opened, and Bart Bass stepped off, his zombiefied wife right behind him. Blair looked between them uneasily. Bart was always pleasant enough, though there seemed to be something calculating in his eyes when he looked at her, Evelyn didn't even bother.

"Blair." Bart greeted her with a nod. "I thought I might find you here." Bart looked beyond Blair, and frowned. "Charles. Did you go over the files I had couriered over?" He seemed to expect Chuck to say no, and that pissed Blair off. She knew with one chance Chuck could do so much, but his father was so predisposed to be disappointed with him that he'd stopped seeing Chuck's good points a long time ago.

"I did, father." Chuck's entire body was rigid with tension, and Blair hated being witness to this. She tried to avoid Bass family reunions as much as possible. They never went well, and Chuck always got angry with her afterwards for just being there.

"Well," Blair interrupted before they could get started. "I really must go. I promised my mother I would meet her. It was nice seeing you, Mr. Bass, Mrs. Bass." She nodded at them both, and tried to step onto the elevator and make her exit.

Bart stopped her. "Actually, Blair, if you have a minute I wanted to talk to you."

Blair hesitated, looking between Bart and Chuck nervously. She couldn't imagine what this was about, but it couldn't be anything good. Evelyn scowled at her, but said nothing on the subject.

"She said she had to go." Chuck interceded, anger slipping into his tone. In a few minutes he and Bart would be going at it, and all Chuck's plans to pitch Victrola would be shoved aside again.

"It'll only take a minute, Charles." Bart dismissed him easily, and turned back to Blair. She hung in the doorway of the elevator like a fish on the hook, unsure of what to do or where to look. "I'm having a dinner party tomorrow night. I invited your parents, but they had previous plans unfortunately. I wanted to extend my invitation to you personally. You've been spending so much time with Charles, I wanted to get to know you." There was a challenge in his expression, like he was playing chicken with her, and expecting her to back out.

Blair didn't. "That sound lovely, Mr. Bass. I will of course attend. Thank you for the invitation." Evelyn's eyes practically rolled to the back of her head, but Blair ignored her. Chuck was grimacing, and Blair ignored him too. She would be a hit tomorrow night, she always was, and for once she wouldn't have to lie to her mother. "I'll see you all tomorrow." She smiled at them politely as the elevator doors closed.

Blair made it through the shopping trip with Eleanor as best she could, before she finally excused herself. She wanted to go see Serena, and figure out what she should do about this dinner with the Bass's. Bart Bass she could handle. She'd smile, be polite, and wow him with her superior knowledge. He'd be eating out of her hand in no time, but Evelyn… she was a whole different monster. She didn't like Blair, actually that was being too kind, she flat out hated her. Blair didn't know why, and she wasn't in any hurry to find out. She was comfortable staying in her corner, and out of Chuck's mother's grasp. There was no telling what venom she could spew; her own son seemed to despise her.

Serena opened the door with a knowing smile, and pulled Blair through her empty apartment until they were back in Serena's bedroom. Lily was out of town again, no surprise there. It seemed Serena's mother was just as much of a flake as her daughter. It kind of broke Blair's heart to see Serena all alone like this, once again, but every time she offered to let Serena and her brother Eric stay with her, Serena turned her down. There was a maid, and a doorman, and a lot of cable TV, that would suffice until their mother returned, Serena would always say. Blair knew it was all an act, but there was nothing she could do at this point.

"So, dinner with the Bass's." Serena smirked at her, and Blair stared back incredulously. She hadn't breathed a word to anyone. "I'm super psychic, didn't you know?" She teased, and when Blair didn't even crack a smile, she told the truth. "Nate called and told me. He's going to be there as well. Bart's doing a business deal with the Captain."

Blair nodded. Another point in her favor, she would have good ole reliable Nate to hang out with if Chuck got weird, and Evelyn became too heinous. It was going to be the perfect evening… she just had to keep repeating that to herself, so her mind didn't get way ahead of her, and completely flip her out. She needed calm and logical Blair, charming Blair who always got what she wanted. Insecure Blair had to go away and never come back out again.

"How lovely for, Nate." Blair played it cool, as she and Serena climbed up on the bed. Serena had fashion magazines spread out everywhere, and Blair grabbed one to flip through as they talked. "I haven't told my mother yet. She thinks it's common place anyway, but I was hoping I could dress myself this time… in something she didn't design." Eleanor's Bass obsession was becoming a bit much, and Blair was getting terrified that she was just like her mother.

"Shopping trip?" Serena asked hopefully, and Blair nodded. "You'll need something truly stunning to wow that family. They're all blood sucking vampires in case you missed it." Blair shot her a look, but Serena wasn't deterred. "But then, I'm sure you didn't." She wiggled her eyebrows, and Blair scowled back at her.

"I already told you I'm not sleeping with him, Serena." Blair huffed. Every time she saw Serena now, all her friend did was probe her for details about this nonexistent sex life she'd dreamed up. Serena acted like it was completely infeasible that she and Chuck were just friends… hung out without sex, or anything else.

"That's what you say, but your body betrays you. Every time I'm around the two of you, you're all over each other." Blair started to deny this but Serena cut her off. "Enough. I won't believe you no matter what. Something is going on. You can't fool me," Serena sing-songed happily.

Blair rolled her eyes, and decided to ignore that opening. "Whatever. Focus, what should I wear? Something stylish, but classy, sexy but not too sexy. It has to be perfect. I want to make the right impression." Blair was trying to conjure up the perfect outfit in her mind.

"Oh, you mean on your future in laws?" Serena teased, and Blair threw down the magazine and jumped off the bed. Serena immediately sobered up. "It was a joke, Blair…" She watched her friend warily.

"I don't find it funny, Serena." Blair told her through gritted teeth.

"Fine," Serena agreed, getting a little testy herself. "Subject dropped… for now." She added. "So," she continued before Blair could stop her, "you're coming to poker night tonight, right? I happen to know for a fact that Nate has no poker face. Carter is good, and Chuck is always a wild card. Sometimes he loses big, sometimes he wins big. Depends on his mood."

"He'll be in a bad mood," Blair predicted. There was no doubt in her mind that as soon as she left he and Bart had started fighting again, and Evelyn had probably added to the chaos. It was never good when the three of them got together. Just two of them was bad enough, but with all three they fed off each other's bad moods, and things always escalated.

"Then he'll probably lose, which suits me. He has enough money, and I need a new pair of shoes." Serena smiled goofily, but Blair's mind was still on Chuck, and his awful situation. "Another joke falling flat. Come on, B, tell me what's going on with you? I've been bugging you for the past two months, but you still won't spill. How did Chuck Bass usurp me as your best friend." Serena was practically pouting, and Blair felt a little bad for not sharing everything with her like she used to.

Blair sighed, and laid back down beside Serena, linking her arm through her friends. All that was missing from their usual spill their guts till they cried fest was the cookie dough and champagne. They would have to make do, because Blair was already on a time schedule, and now she needed to check on Chuck as well.

"You're still my best friend," she assured Serena.

Serena nodded, accepting that. "But things are changing… getting complicated." She looked Blair right in the eyes, and Blair stared back. There was so much truth in that statement it choked them both. Serena was the one to look away first. "Do you love him?"

The question stunned Blair so much that she couldn't respond at first. They sat there for a few minutes in complete silence. Did she love Chuck? He was important to her, she knew that. She needed him, needed him more than she'd let herself need most people in her life. When he was happy, she usually felt happy too, and when he was sad she felt that as well. Yes, she did love him. She wasn't sure what that love was, or where it could ever go, but it was there, all the time, sucking the air out of her lungs most times.

"No," she lied. She couldn't tell Serena that. She could barely admit it to herself. "He's just my friend. I like hanging out with him. Why does it have to be complicated? Why can't it just be simple, like you and Nate…" Blair turned and watched Serena carefully.

A rueful smile curled on Serena's lips. "Nothing is uncomplicated, Blair. The second we realized they had penises and we didn't, it all changed… we all changed." Serena laughed to herself, and Blair was shocked to hear the sadness in her voice.

"I refuse to accept that." Blair decided, and Serena turned to her with a watery grin. "What?"

"Some things don't change, like your fierce determination to make this world into everything you want… I wish I was like that." Serena admitted in a whisper.

Blair twisted around on her side, and Serena mimicked her so neither one of them could look away. "You could be. You're Serena van der Woodsen… you can do whatever you want, S." Blair assured her with a shaky smile, and Serena cautiously returned it.

"You think?" Serena asked hopefully.

"I know." Blair told her with a certainty that could not be denied.

"You can too, you know." Serena turned it right back on her. "Whatever you want, you can get it, Blair… even if it is the darkest, most screwed up one of them all. Not that I'm saying you'd want him." Serena added quickly, before Blair could protest. "You're special."

Blair rolled her eyes. "You must be high. Turn off the waterworks, and come help me buy an outfit for this dinner. It might need to be flame retardant, because his mother hates me."

Serena laughed, and the heaviness of the conversation finally dissipated. They spent the next two hours, searching for the perfect outfit, and finally they found it. Blair returned home with new clothes, and a new confidence. She would wow them all, even Chuck. There was nothing standing in her way, not even herself this time.

She had to sit through the longest family dinner ever before she could escape to her room, and finally call Chuck. She'd tried texting him earlier, but he'd never responded and she hadn't been surprised. He was either pissed she wasn't at poker night, or he was still upset about his visit from his parents. Either way she knew she'd be met with resistance when they talked, but she needed to know he was okay.

He answered the phone after the fifth ring. "You're not coming." It wasn't a question, and he was in a horrible mood. His voice was more a growl than anything else, and she winced.

"I told you I might be able to make it… I had other things to handle. You'll see me soon enough tomorrow. Besides, I heard you're an awful poker player, and I just couldn't stand to see you lose so much." Blair tried to act as casual as she could. What she really wanted to do was pester him with questions about his emotional well being, but that would not go over well. He would hang up, guaranteed.

"I just lost ten grand," he admitted. She heard him murmur he was out to someone in the background, and then she waited as the noises around him changed until there was complete silence on the other end. "Come over." It was a demand, and she rolled her eyes to herself.

"Science project, extra credit, valedictorian." She reminded him. He sighed on the other end, but didn't protest any further. "How did things go once I left?" She asked cautiously, trying to feel her way around his pissy mood. "Fireworks?" She guessed, still going for casual, and not concerned.

"The usual," he dismissed it. "Serena is here. She's already won half our money. I shouldn't have invited her." He grumbled, and she heard him light something up. She waited as he took a long drag, and then he began speaking again. "You don't have to come tomorrow."

"Of course, I do." She returned quickly. "I already bought the perfect outfit."

"My mother can't stand you." His words were harsh, and they hurt even though she had already accepted that very fact. She wanted to ask him why, but she was too afraid of the answer to actually do it.

"Can't please everyone, Bass. Your father likes me, that's enough." She said this as much for him, as she did for herself, and he laughed on the other end. She frowned, growing weary of this conversation. He was sapping her confidence quickly, and she couldn't have that. "Don't lose any more money to Serena. She has enough shoes."

"Lucky bitch," he mumbled under his breath. "I'm coming over," he announced. Before she could tell him that wasn't a good idea, he'd already hung up the phone. He didn't answer the next five times she called him.

She was pacing nervously around her room when her phone rang again. She answered it immediately when she saw his name. She couldn't believe he'd actually done it. He'd come over.

"You can't come up here," she told him quickly. Her mind was working a mile a minute. It was after ten so her parents were already in their bedroom. Both went to bed early on week nights, they claimed beauty sleep, she just figured they were old and boring at this point.

"I'm coming up. If you don't want me to give your parents a shock come down and escort me in." He was determined, and hung up again before she could tell him no.

She grabbed her coat, and slid on her quietest shoes, before creeping down the stairs, and getting on the elevator. She was cursing Chuck Bass the entire way down to the lobby, but the minute the doors opened and she saw him, all her anger went away. His hair was messy, his eyes blood shot, and his clothes had seen better days. He was still the most attractive man she'd ever seen, and her heart did a stupid thing and skipped a beat. She ignored her natural reaction to him, and grabbed his arm pulling him back onto the elevator with her.

"If you get caught I'm telling them you broke in." She warned him, but he just smiled in return. "I mean it," she promised.

He nodded. "What's one more arrest."

The minute the elevator opened Blair dragged him off, and held onto his hand the entire way up the stairs. She was extra careful as they passed the corridor to her parents rooms, and Chuck smirked the whole way. He seemed to find sneaking into her room a highly amusing escapade, and she frowned back at him. It was her life on the line, not his. She couldn't even imagine what her mother would do if she walked out of her room, and found Chuck Bass traipsing through her home. There would be bloodshed… lots of it.

They finally made it into Blair's room, and she shut the door quietly behind her. For good measure she locked it as well. Her parents never barged in on her, but there was always a first time, and she wasn't taking chances. When she turned back to Chuck he was surveying her room, taking in every little detail, smirking and smiling through most of his perusal.

"Enough." She grabbed his arm, and pulled him around so he was facing her. "What are you doing here? Aren't you having a party at your place?" It was an obvious question that he didn't even bother to answer. "What are you doing here?" She repeated.

"I told you I was coming," he answered easily. He walked around her, kicked off his shoes, and slid back onto her bed. He glanced over her science notes, before grabbing for the TV remote, and flipping it on.

Blair stood a few feet away, watching him incredulously. This was one of the most surreal experiences of her life. She had Chuck in her bedroom, in her bed, watching TV, and acting like it was common place.

"I have stuff to do." She told him in her best stern teacher voice, but he just ignored her. "Chuck!" She wanted to stomp her foot, and pout, but that would do her no favors. Instead she glared at him, and waited until he finally acknowledged her again.

He flipped off the TV, and turned to look at her. "Come sit down." He patted the bed next to him, and shifted her papers so she had some space. She glanced between him and her locked door, before sighing, and sliding in beside him. "Better." He smiled at her.

She didn't smile back. "Explanation," she demanded.

He used his bedroom eyes, and most seductive voice to answer her. "Maybe I just wanted to see you." He reached for her hand beside him, and pulled it into his. He held it there, playing with her fingers, and sliding them between his own, refusing to meet her eyes as she watched him.

She couldn't deny the spark that shot through her body when he touched her. And she knew that he could feel it too. He was using it against her, and as much as she wanted to rip her hand away from him, she couldn't. It felt too good, this feeling that he evoked, it was like nothing she'd felt before. He consumed her in these moments, and all rational thought fled. All that was left was Chuck, Chuck's hands, his voice, his eyes that were a bottomless pool of black… she was falling again.

She left her hand in his grasp, but she pulled herself together enough to ask what was on both of their minds. "That bad?"

He glanced at her, and finally dropped her hand. It landed on his stomach for a moment, before she pulled it back in. It was easier to think when they weren't touching.

"Worse." He finally answered, his voice ragged with emotion. She was scared to look at him, to see that raw pain in his eyes. It would undo her if she did, so instead she stared straight ahead, forcing herself not to react with wild emotion.

"Want to talk about it?" She ventured cautiously. She risked a quick look at him, and he was staring up at the ceiling, looking anywhere but at her. She understood what it cost him to reveal these weaknesses to her. She didn't know why he did it, but when they were together it was like they couldn't stop themselves. They needed that crutch of support.

"Same thing as always. I'm the biggest disappointment of his life. Too much like my mother… Blah, blah, blah." Chuck tried to brush it off, but there was no denying he was upset. She rolled over closer to him, and laid her head on his shoulder. He stayed completely still, but she knew that he liked to be close like this when he was hurting. Bart Bass always brought the pain to his only child.

"You're nothing like your mother or your father." Blair told him with conviction.

They had ice in their hearts, and even though Chuck liked to pretend he did as well, Blair knew better. There was something good in him, he just didn't let it out often. That's what happens when you learn disillusionment and heartbreak from your parents. It sticks with you, scars you until any kind of real human emotion is too terrifying to even comprehend. Blair understood it, maybe not to the same level that Chuck did, but her childhood hadn't been a walk in the park. She was still struggling to get out from underneath her mother.

"They made me. I'm exactly like them." Chuck's anger was flaring up, and Blair knew she had to tread carefully or she would become his next target, and end up on the receiving end of his anger. "I'm so fucked," he whispered.

She laid there with him in silence for a few minutes, realizing he needed that comfort more than words. His reached out and caressed her cheek, and then moved towards her hair, slowly running his fingers through it. He loved her hair, touched it every chance he got, and Blair loved that intimacy. Even if he sometimes made it messy, it was worth it. His hand dropped eventually, and he looked down so their eyes finally met.

"You know I wake up every morning, and try to convince myself that I'm nothing like my mother." Blair hated saying that out loud, but Chuck just nodded. He got it. "But today, I was with Serena, and it suddenly hit me. I'm just like her. I'm a mini Eleanor, and that is just… that is unacceptable. I can't stand my mother. I love her but…"

"I know." He pressed a gentle kiss against her forehead. Her eyes were pricking with tears, and her voice was wobbly. She hadn't meant to say so much, but she'd needed him to get that she was in the same place as he was. That he was right to come to her, confide in her, need her. "You're not your mother, Blair." He promised.

"You're not yours." She said right back, forcing him to hold her gaze.

He finally nodded, and looked away from her again. "I should be going. Carter's going to have the suite trashed if I don't get back…" Blair rolled away from him, and he stood up, shaking out his clothes as he headed towards her door. "I'll be careful." He promised with a smile.

She nodded, smiled back, and just watched him. He was so broken she felt like she could actually visualize the jagged pieces sticking out of him. She wanted to fix him, save him, do anything for him that she could, but instead of trying she remained silent. She could only do what he would let her, and he was done sharing for the night.

He turned back around abruptly, and she looked at him expectantly. "Thanks." His lips turned up in what could have been a smile, but fell flat. It was too sad, too lost, too lonely, and Blair literally ached for him. He unlocked the door, and then shut it behind him as he left. Blair stared at the spot he had been for a while, before she finally got to her science project. She could barely focus though, her mind was filled with Chuck.

Blair stepped into the Bass penthouse the next night with her head held high, and a confident smile pasted on her lips. She was wearing her new outfit, she'd let Dorota fix her hair, and she'd even called up her mother's makeup artist to do something special. She looked amazing, and she knew it. She just wished she wasn't so nervous about this dinner, or rather the people she'd be sharing it with. Senators, judges, the city's elite she could handle, but Evelyn and Bart… she wasn't sure.

The maid greeted Blair and took her jacket to put away. Bart was the next person who came up to her, and he appraised her as he always did. It wasn't a creepy old man look, it was something else, like he knew something she didn't. It always made her feel uncomfortable, but she never outwardly showed it. Bart Bass would not respect weakness, and she was determined for at least one of Chuck's parents to appreciate her.

"Good evening, Blair. I'm glad you could join us. The rest of the party is having drinks and appetizers in the parlor." Bart guided her into the next room, and then exited to greet another guest who had just arrived.

Blair grabbed a drink from a waiter passing by, Champagne of course, and took a liberal sip. She was resolved to only have one glass tonight. Her mind had to be sharp enough to wade through the mine fields that surely awaited her. Blair glanced around at the other guests, spotting quite a few familiar faces, before finally seeing Chuck and Nate standing off to the side, guzzling back what looked to be scotch, and scowling. Even the usually happy Nate looked miserable. Blair quickly made her way over to them.

"Did someone die?" She asked in greeting.

Nate grimaced, and drank down the rest of his Scotch, before motioning to a waiter that his glass was empty. It was filled within seconds. Things got done at the Bass residence.

"Is Nate becoming an alcoholic for any particular reason?" Blair tried again, looking between the two boys. Chuck said nothing, just brooded miserably. Thankfully, Nate was easier to crack.

"Chuck's mom invited, Georgie." Nate took another large swallow of his drink. "She's been torturing us since she arrived."

Blair winced. Her already nerve racking evening just got so much worse. Georgina Sparks was a hell demon, and she hated Blair more than anything, especially since Blair took her favorite obsession away, one Chuck Bass. Blair took another quick perusal of the room, and finally spotted the revengeful redhead. She was cozying up to Evelyn Bass like they were old best friends, and Evelyn was eating it up. Blair couldn't believe Chuck's mother liked that beast.

"Explain to me how your mother can like Georgina Sparks, the biggest slut we know, and hate me. I'm a good girl." Blair was indignant. It wasn't like she needed Evelyn's approval, but she sure as hell deserved it over Georgie. There was nothing but evil in that girl's heart, if she even had one.

"Are you a good girl?" She finally caught Chuck's attention, and he turned to smirk at her. Blair rolled her eyes at him. She enjoyed flirting with him most times, but she was too worked up to get into it now.

"I'm serious, Chuck. Why is your mother being nice to her? She glares at me every time I come into a room." Blair huffed, dismayed, and confused. It just did not make sense.

Chuck growled in frustration, quickly becoming annoyed with their conversation. "Who the fuck knows why my mother does the things she does. I've told you, she's sick." Chuck finished his drink, and without another word walked away from both Nate and Blair.

Blair stared after him, irritation clear on her face. She'd come to this dinner in large part for him (well in some part at least). And he was just deserting her. She turned back to Nate who was still frowning, and nursing the drink in his hand.

"You think they would notice if I just left?" Nate seemed to seriously be considering this. He glanced between his parents who were schmoozing a well known senator, and the Bass's who were busy in their own conversations. "I think I could make it."

"I think I would kill you," Blair snapped. "If I have to endure this, so do you Archibald. At least everyone doesn't hate you. And I cannot believe that Chuck just ditched us. I came here for him." Her pouty face was making an appearance, and she really hated that. They were only on appetizers and opening drinks, and everything was falling apart.

"You'll do fine, Blair. Bart likes you, everyone can tell. You've received his seal of approval. Who cares about Chuck's crazy mom… she's crazy." Nate said this like it explained everything, and made the world a better place. Blair glared at him, it most certainly did not. "I'm making a run for it." Nate handed Blair his drink, scanned the crowd one more time before making a bee line for the door.

Blair just stood there, annoyed and mystified. She'd just been left a second time, and Nate had actually made in onto the elevator. His parents would most likely flip out on him later, but he was saved for now, and she was pissed. Before she could find Chuck again, and demand he not leave her alone, Georgina slithered up to her.

"All on your lonesome, B?" There was malice in her eyes.

Blair squared her shoulders. "Some of us are more confident than others, I guess." Blair shot right back. She looked around for any sign of Chuck, but he'd disappeared. "Run along, Georgina. I don't have time for you."

Blair tried to walk past her, but Georgie reached out and grabbed Blair's arm, stopping her cold. Her grip was tight, and Blair knew she would leave marks. Crazy bitch, indeed. Maybe that explained why Evelyn liked her so much.

"Let's get something straight, Blair." Georgina leaned in with a menacing tone. "You don't tell me what to do. In fact, you have no power over me at all. You're a passing distraction for Chuck, a novelty that will soon wear off. Then he'll throw you away just like the garbage you are, and I'll still be here. I'm the one for him. Everyone knows it little girl, so it's time you accepted it, and bowed out." Georgina dug her nails into Blair's arm, and Blair forced herself not to wince.

"Accepted it?" Blair laughed in her face. "Come back to reality, Georgie. Pop some of your meds, and YOU accept it." Blair inched in closer so no one could hear them. "The only trash around here is you, and you know it. You're used up. A tired old hag, who has absolutely no chance of getting anywhere near Chuck again. It has nothing to do with me though. That's all on you. He see's you for what you are, and he wants no part of it. So climb back on your broom stick, and stay the hell away from me." Blair ripped her arm away, and stomped off before Georgina could say another thing.

Instead of being shaken by her encounter with Georgina, she felt empowered. Georgie hated her because she was jealous. She knew that her time had passed, and Blair was obviously so far above her. The realization made Blair smile, and she grabbed for another glass of champagne. This deserved a little celebration. She was taking her first sip when Evelyn Bass came up beside her at the bar.

"Good evening, Blair." Evelyn greeted her with a deceptive smile. Blair returned it politely, but said nothing else. She knew something unpleasant was coming. "Are you enjoying yourself? I was looking for Charles, but I couldn't find him anywhere. I had assumed he would be with you…" The implication that it was Blair's failure that he wasn't, was not lost her on her.

"I spoke with him earlier, but I don't believe he was feeling well. Perhaps he's in his room." Blair kept her calm, and sipped on her champagne. She would not let this woman get to her. She would not, she chanted to herself.

Evelyn smirked, reminding her so much of Chuck in that moment that Blair just stared at her. "Charles is a complicated boy, is he not?"

Blair said nothing. She feared she was being lead into a trap, and she had no intention of hanging herself.

"You're never going to get him, my dear. Never." Evelyn reached out and touched Blair's cheek. "You're so young and beautiful. Naïve, unfortunately. You still think the world is there for you to take, but it's not, and neither is my son. I raised him, and I know him better than anyone. He'll eat you alive… if you let him." Evelyn leaned in, and kissed Blair on both of her cheeks, while Blair just stood there like a marble statue. And then she walked away, a regal queen, rotten to her core.

All the air left Blair's lungs, and she thought she would faint for a moment. She wasn't sure what she had expected from that encounter, but that ominous warning had not been it. There hadn't been true caring there though, there was something else, something darker, bitter. Blair suddenly felt like she was in competition with Chuck's mother, but she didn't understand the game, and she felt hopelessly out of her depth.

"What was that about?" Chuck appeared behind her, staring after his mother with a suspicious scowl.

Blair turned to him, her shock still evident on her face. She wanted to tell him what his mother said, ask him what it all meant, but she didn't. She pulled herself together instead, schooled her features into a cool expression, and smiled. "She was just thanking me for coming." Blair lied.

Chuck watched her carefully, deciding if he believed her or not. "You're lying. Come on." Chuck grabbed Blair's hand, and pulled her out of the main room, into the next, and then finally onto their balcony. Because in Blair's mind, it was all theirs, where they had their own little world, safe from his mother, and Georgina, and anyone else who wanted to hurt them.

Chuck pulled out a joint from his jacket pocket and lit it up. He took a long drag from it before passing it to her. She stared at it for a moment, debating, before she finally took it, and tried it. She'd done it a few times before, and it had never really done anything for her except make her even more paranoid than she already was. But she wasn't in the mood to refuse tonight, and she hoped she could somehow find a way to be mellow like he always did when he smoked.

"What did she say to you, Blair?" Chuck asked when she handed it back to him. She ignored him in response, and just stared down at the city below them. It had been snowing earlier in the week, and some remnants of that still remained. Blair wished more than anything she was five again, in Central Park, making snowmen with her father. That was such a simple time.

"Blair." Nothing else, just her name. She turned towards him, and their eyes met. She was surprised to find genuine concern there. A tiny smile turned at the edge of her lips. This was the Chuck that no one else knew, the one she loved, even when she tried not to. "I'll ask her," he threatened.

Blair sighed, and moved in closer to him. She looped her arm through his, and laid her head on his shoulder. His warmth radiated into her, and she closed her eyes, enjoying her first peaceful moment of the evening. She wanted to stay like this forever, forget what Georgina said, what Evelyn said, what Serena's eyes always said when she watched them. Chuck was dangerous. Blair wasn't enough. To hell with them all.

"I don't ask a lot of you, Chuck." She told him, keeping eye contact as she spoke. "But I'm asking you to drop this. Just drop it." She stared right at him, forcing him to bend to her will for once.

He made a disgusted sound under his breath, and scowled at her, but he changed the subject. "Nate fucking left. Coward. He went down to Victrola to meet Carter. We're going as soon as my mother serves coffee. I don't care what my father says. I can't deal with them anymore tonight."

"Okay," she whispered in agreement. "We should go back in." Blair pulled away from him, straightened her shoulders, raised her head, and calmed her nerves. She was ready for them.

"Don't let her get to you… don't let any of them get to you. They're nothing." Chuck promised. It was a harsh thing to say, but there was so much sweetness there, that Blair smiled at him. He rolled his eyes.

They walked into the party together, and several sets of eyes turned towards them. Georgina glared, slamming down her drink, and flouncing off towards the elevator. This round went to Blair, and both girls knew it. Evelyn was watching too. Her expression was unreadable, those black eyes of hers giving nothing away. She raised her glass in Blair's direction, a sneaky smile sliding across her lips. Blair felt chilled on the inside, but smiled politely at her anyway. At last Blair's eyes landed on Bart Bass. He was watching them carefully, taking in every detail. He nodded at her, and shared a quick frown with Chuck, and then went back to his conversation. Blair felt more threatened by him than the rest of the occupants of the room combined.


	10. Time and Time Again

**AN:** So, I'm sure you all hate me right about now. This has gone way too long without an update, but real life, real sickness, and a nasty case of writer's block delayed me. I don't think the next chapter should take this long to come out, but I do appreciate the patience. As always your feedback has been above and beyond. I love hearing what you guys think, as well as your ideas of where it's headed. I hope you enjoy the next chapter. CB = LOVE. ;)

**Fake Empire**

Chapter Nine.

_Some things we don't talk about  
Better do without  
Just hold a smile_

Blair made it through the main course before she could no longer take the nasty looks from Evelyn, and uncomfortable silences between Bart and Chuck. The rest of the dinner party seemed happily oblivious, but Blair wasn't, and she felt smothered by the Bass family and their disfunction. Her own family could never be considered perfect. There were far too many cracks in their family portrait to label them as that, but at the end of the day she could honestly say they loved one another. Chuck's family was different. The undercurrents between all of them could not be considered love or anything close to it. There was control, anger, disappointment, an overwhelming sense of bitterness from all three, but even the smallest trace of love didn't seem to exist, especially not tonight.

Blair splashed some water on her face, and carefully reapplied her make up until she looked presentable. She wanted to make a run for it, but she couldn't bare to leave Chuck there alone. She took a deep breath, straightened her dress out, and opened the bathroom door. She was surprised to find Bart Bass standing just outside, saying goodbye to one of his guests. The minute he saw Blair he said his final farewell, and then turned to her.

"Do you have a moment, Blair?" His tone was pleasant enough, but Blair was wary of any kind of interaction with him. Still, she couldn't refuse him, so she nodded and followed him back into the empty den. Everyone else was still enjoying dessert in the dining room.

"Did you enjoy yourself?" He asked, as he walked around the wet bar, and poured himself a glass of Scotch.

"I did. Thank you, Mr. Bass." She took a seat before him on one of the stools, and tried not to fidget. Her nerves were going crazy, and she wanted nothing more than to run out of there, but Bart Bass was a man who commanded your attention, and Blair stayed frozen in place.

"You know, in all the time your father has worked for me I never really got to know you. He's always told me such glowing things about you though. You're at the top of your calss, on schedule to become validictorian, and Harold tells me you're planning to attend Yale, and follow in his footsteps to law."

Blair blinked. She couldn't believe he knew so much about her, and the uneasy feeling inside her grew stronger. This was not idle chit chat, this was leading somewhere, and Blair was afraid she was headed right into a trap. Still, she didn't move.

"I fear my father has bored you with all of this. He's very doting." Blair tried to play it off with a shy smile, and a wave of her hand, but Bart's intense gaze didn't waver.

"There is much to be proud of. Charles didn't even come close to validictorian, and I'm afraid he barely lasted a semester at Harvard. Your father is lucky man to have such an accomplished daughter. I envy him." Bart's words were direct and to the point, a complete cut down of his own son.

Blair frowned, she couldn't help herself.

Bart slung back the rest of his drink, and watched Blair over the rim of his empty glass. "You've become very close with my son."

It wasn't a question, but Blair nodded anyway.

"You care about him." Again it was a statement, and Blair felt a blush coming on. She nodded again. "I can't say I'm displeased with this, a good girl like you, with your background might be just what my son needs. Do you understand what I'm saying, Blair?" Once again he was being very direct, but Blair was lost.

"I'm sorry, Mr. Bass, but I don't." She hated feeling so in the dark, but Bart wasn't making any kind of sense. He went from praising her, to putting down Chuck, to talking about their relationship. Blair still felt like there was a trap just around the corner.

Bart attempted a smile, but it fell flat on his thin lips. It reminded her so much of Chuck that she lost all concentration for a moment. Evelyn was easy to see in her son, the dark hair, the dark eyes, that mysterious air they both shared. But Chuck was obviously a combination of both of his parents, because his charisma, his power, that obviously came from his father, and Blair felt hopefully adrift and inexperienced in this interaction.

"I am glad that my son has you in his life, Blair. And I intend to support this relationship…" He gave Blair a meaningful look that she could not have misinterpreted.

Before Blair could manage a response someone walked into the room, and both Blair and Bart turned to find Chuck. He looked between them warily, before coming over and standing beside Blair.

"Isn't this an interesting meeting…" He met his father's eyes in a challenge, but Bart didn't back down. It felt like an intrusion to watch them like this, but Blair realized neither even cared that she was in the room. This would be the sum of all their interactions, a contest, a game. There never seemed to be a winner.

Bart finally broke the silence. "I was just congratulating Blair on her bright future. You should take note of her successes Charles." He didn't give Chuck a chance to respond. He walked back into the main dining area leaving them alone together.

Blair tried to avoid Chuck's gaze. She could feel him watching her but she was afraid he would be upset with her, or worst of all, suspcious of her speaking with his father. She knew better than anyone that in Chuck's eyes Bart Bass was the enemy. And Chuck hated his enemies.

"Did he bother you?" Chuck asked, and Blair forced herself to turn towards him. She was surprised to find genuine concern in his eyes, but lurking right behind that was something else, something darker, and that stole all the breath from her chest.

"I'm sorry," she whispered. She wasn't even sure what she was apologizing for. Perhaps that she had agreed to speak with Bart, or that she hadn't defended him even when everything inside of her had been screaming at her to do so. Or maybe it was simpler than all that, maybe she was just sorry that Chuck even had to have Bart as a father. Whatever it was, Chuck understood, because a small smile graced his lips, and he reached out to touch her hand that was resting on the bar.

"Did he go on and on about what a magnificent failure I am?" Chuck laughed, and it was a bitter sound that gave Blair chills. He walked around the bar, pulled out a glass, and filled in to the brim. It was the same Scotch his father had just imbibed, and it scared Blair how alike they were. "The biggest disappointment of his life." Chuck mock toasted to himself, and drank back as much as he could stand, before slamming the glass back onto the bar.

Blair startled, and slid back away from him. He stopped for a moment, and their gazes locked. She wasn't afraid of him, but there was fear there, and he had to see it. He refilled his glass, and then walked away from her into the back room. Blair immediately got up and followed him. She hated being the one to always chase after him, but he needed her, and she wanted to be there.

"Go back inside, Waldorf." He snapped the minute she stepped onto the balcony with him.

"No," she refused just as quickly. She sat down on the chair behind him, and slid off her shoes so she could wrap her feet beneath her. He turned around and scowled at her, but he didn't ask her to leave again. "His opinion doesn't matter, Chuck." It was a hollow platitude and they both knew it.

Chuck laughed again, at her, or maybe at himself, Blair didn't know. "His opinion is the only one that matters. Don't you know that by now?" He looked at her, and all she could see was the deep oozing wound inside of him. It seemed he would never stop bleeding, and for the first time in her life Blair knew what it was to truly hate someone. She hated Bart Bass. She hated that he had broken Chuck, and left him the way he was. She wanted nothing more than to fix him, but she was smart enough to realize she never could. The only person who could heal these wounds, was the one person who would never do it.

"Come sit with me." Blair patted the seat beside her, and she could tell that Chuck wanted to refuse her, but something stopped him. He turned around, and slid in beside her, raising his arm so she could scoot in close, and they could fit more comfortably. She grabbed his drink from him then, and placed it on the ground beside her out of his reach. Alcohol was only exacerbating him tonight, and she wasn't sure how much worse it would get before they could finally escape.

"What did he say to you?" Chuck asked again, and the vunerability in his eyes killed her. Her face fell, and he read her reaction immediately. "That bad." He swallowed hard, choking on the pain that his father always seemed to inflict. "He probably wishes you were his kid. Who wouldn't with the choice."

"Stop it," Blair demanded. "This self pitying crap isn't you. He's just a man, Chuck. No more than me or you."

Chuck jerked around to meet her eyes again. He smiled at her, but it was a cruel smile, and Blair tensed up in his arms. "And Eleanor is just another woman?" Blair couldn't respond. "Just what I thought." He tried to get up then, but she held onto him and pulled him back to her.

"Fine, you're right," she conceded. "But it shouldn't matter. I'm amazing, and you're amazing and-" Chuck laughed, and Blair smiled back at him. She'd finally gotten the reaction she was looking for. "All your father really said was that he was glad we were friends." It wasn't exactly the truth, but it wasn't a lie either.

Chuck stared at her for a few moments, sizing her up. "That's all?"

Blair nodded. "That's all."

Chuck squeazed her shoulder, and leaned in close to place a soft kiss on her forehead. "I wish I believed you." He whispered into her hair, before standing up, grabbing his drink, and walking back inside. He turned back to her once he was right inside the door. "Let's get out of here."

"Okay," Blair agreed. She knew it might seem rude to Evelyn, and just give her more ammunition in her' 'I hate Blair' campaign, but Chuck needed to be out of there, and Blair needed the escape as well.

Chuck went back in and announced that Blair needed to be home, and he would be escorting her. Surprisingly, neither Bart nor Evelyn protested, and they were out the door within five minutes, headed towards Victrola. Blair unclipped her hair, and shook it out. Relief flooded her almost immediately. She'd felt so suffocated in there with the Bass's, like she was a museum piece they were appraising.

"Is that awful girl going to be there?" Blair asked as the limo pulled out into traffic, and they headed towards the club. She was almost tempted to roll down the window, and let the fresh air in. Almost, but she'd be too messy by arrival if she did, and she couldn't have that.

"She's always there." Chuck shrugged. There seemed to be no love loss between him, and Dan's snotty friend Vanessa, but she didn't bug Chuck the way she did Blair either. "Humphrey is coming as well. Don't attack him."

Blair glared. "I hate Humphrey."

"I don't know why. He's harmless, like a gnat. When you've had enough of him you just bat him away." Chuck pulled a flask out of his pocket, and took a long swallow of whatever he had stored. His features evened out afterward, and he relaxed back against the seat. For the first time all evening he didn't look miserable.

Blair tried to calm down as well. She could handle Dan Humphrey. She was just sick of him writing about her in his column. His clever little names for them were fooling no one, and Blair did not enjoy being the center of salacious gossip. Still, short of murdering him it seemed nothing could get him to shut up.

Blair spent the rest of the ride in silence, pondering the weird evening she'd just had. The conversation with Bart had shaken her. He had been polite, pleasant, even flattering towards her, but she knew there was more than that there. His 'support' confused her. On the surface it was clear that Bart believed she was the right kind of person to be in his son's life, Blair couldn't even refute that point. She was a good girl, with a bright future ahead of her. But she wasn't naïve enough to think that was all there was with Bart Bass. He had an endgame, and that made Blair nervous, because she had somehow gotten herself tangled up in it if their conversation could be any indication. And then there was Evelyn… Blair didn't even want to contemplate what her thoughts were, she just knew they were unkind.

The limo stopped, and Blair and Chuck climbed out and headed inside. Vanessa was the first face they were greeted with, and Blair frowned.

"Nice to see you too, Blair." Vanessa winked at her.

"I'm sure," Blair shot back.

Blair spotted the others at a table in the back, and bypassed Vanessa quickly. Chuck stayed behind for a minute, and Blair glanced back at them trying not to be conspicuous. Chuck had been restless all night, and Blair was worried he was going to go a little too crazy to make up for it. Victrola was always fun, but Chuck had no limits and that scared Blair.

"You survived." Nate smiled at her widely when she sat down, but she didn't smile back. She was still pissed he'd deserted her. "Did my parents ever ask about my absence?" He grimaced at the thought of his controlling parents, and Blair's irritation cooled. She could absolutely relate.

Blair shook her head. "Your father was too busy trying to kiss up to Bart to even miss you." She told him, and he smiled, very pleased with this information. "I need a drink, where is our waitress." Blair turned around just as Dan, Chuck and Vanessa arrived at the table. "Please tell me you're not our waitress."

Vanessa laughed. "What can I get you princess? Non-alcholic of course, because I hear you're not of age." Vanessa smiled wide, and Blair felt her blood pressure rise. They were two seconds from nasty words flying when Carter stepped in.

"Let's just pretend it's for me, V. Get her some champagne." Carter used his most beguiling grin, and Vanessa's ice melted a little. She nodded, and headed away from the table before Blair could snap at her some more. "You really have to work on your manners, Waldorf." Carter teased.

"I don't like her." Blair was still on edge from dinner, and that slutty waitress was not helping matters. Neither was the fact that Dan had sat down beside her, and Chuck was across the table. This was not a seating arrangement she was comfortable with.

"I think she's cool." Serena piped in as she sipped some of her drink. It was red, and was lined with orange slices, and cheerries. "She has this amazing tattoo on her back. I'm thinking of getting one myself."

"Eww, no." Blair shook her head. "You couldn't pull off a tattoo, S."

Serena frowned at her. "I could. I'm going to get a butterfly." Serena smiled proudly, and Nate smiled back at her.

"So, pedestrian." Chuck said before Blair could protest further. "At least be original, Serena." His tone was censurous, and Blair knew Serena wanted to snap at him, but she was already a little too looped, and naturally wary of him. She wisely kept her mouth shut, and the conversation moved on.

"Humphrey." Blair turned towards him sharply, and he looked like he wanted to groan. "Get your facts straight if you're going to write about me. I was not here two nights ago, and I certainly would not dance on a stage… ever."

"Pity." Chuck grinned at her, and she had to force herself not to smile back.

"I'll post a retraction just for you, Blair. I thought my information was good." Dan sent a pointed look at Carter that Blair most definitely caught.

"Your delusional fantasties are becoming tiresome, Carter." Blair warned him, but he ignored her annoyed tone, and smiled. He was consistant with his games, and Blair wasn't sure what to do about them. Chuck would shut him down occasionally, but more often than not he would brush Blair off and say it was just Carter. Blair was getting sick of just Carter. He needed a hobby or a girlfriend, something to keep him more occupied.

Vanessa returned with Blair's champagne, something stronger for Chuck, and a beer for Dan. Then she pulled up a chair, and sat down, completing Blair's night from hell. Why did every female she hated have to be near her? She was being punished for sure.

"Can we help you?" Blair smiled sweetly at Vanessa, and Vanessa mocked her by returning the gesture.

"I'm on break. Dan wanted me to hang out. Deal with it." She told Blair succinctly, and then turned towards Dan and Chuck. "The back room is booked until eleven, but I set up the dancers you asked for. Svetlana is pissed at you, Bass. Said you didn't call her." Vanessa smirked.

Blair's stomach twisted, and she grabbed for her champagne. She took a sip, but it was unsatisfying, so she grabbed Carter's Gin and Tonic, and took a long drink. Carter shook his head at her in a disapproving way, but no one else noticed. Vanessa was still blathering on about some film project she was involved in, and asking Serena if she'd be interested in making a guest appearance, because Serena had star material. Blair wanted to gag.

"So, Blair." Vanessa turned towards her, a mischevious look in her eyes. Blair gritted her teeth. "I hear you have aspirations of being a dancer her. I could put in a good word for you." Dan, Serena and Nate laughed at this, Carter smiled, and Chuck rolled his eyes.

Blair was going to explode.

"I have better things to do with my time than parade around here, and hang out with people like you." Blair completely snapped. Vanessa looked taken aback for a minute, but before she could say anything Chuck interceded.

"Your breaks over." Chuck told her with a look, and Blair knew she hated walking away from an argument, but Chuck scared her enough that she did anyway.

"Fine. I'll talk to you later, Dan. Serena." She nodded at them, and ignored the rest of them, even Nate. Blair wondered about that, but was too happy to be done with Vanessa to even ask. She'd pry later with Chuck.

"You really excel at being a bitch, Blair." Dan turned towards her the minute Vanessa left. He was obviously upset she had snapped at his little friend. "What exactly is your problem? You can't possibly be that much of a snob."

Blair opened her mouth to respond but Chuck interrupted before she could.

"You're wearing out your welcome, Humphrey," he warned. There was a fierce scowl on his face, and his usually expressionless eyes were filled with anger. Dan just stared at him, mouth agape for a moment. It was rare Chuck Bass ever reacted with so much emotion.

Blair smiled. "I'll second that. You worry about yourself, Dan. And I'll worry about me. Feel free to leave at any time. I seriously doubt anyone here would miss you. I mean we barely notice you in the first place. Right, S?" Blair smiled maliciously. She knew she'd hit her target with Dan. He had a major crush on Serena that anyone could see. Turnabout was fair play. He'd attacked her first.

Serena frowned. "Blair…"

"What did I say that wasn't true?" Blair returned, looking between an embarassed Dan, and an uncomfrotable Serena. Neither one of them said a thing. "Exactly." She finished off her champagne, and stood up from the table. "I need another drink."

Blair walked away from the table, or rather strutted. She liked coming out on top, and with someone like Dan Humphrey it was usually guaranteed. She felt a small pang of guilt for hitting him with his Serena crush, but she brushed that aside. He had come after her, and said hurtful things first. She owed him no loyalty. Still, by the time she reached the bar she wasn't feeling nearly as good about her victory.

Blair sidled up to the bar, doing her best to lose herself in the loud music that blasted throughout the club. It was a slow, sultry number, and Blair closed her eyes to move to the beat. She wanted to forget her altercation with Dan, forget that weird dinner with the Bass's, forget that ever present ache in her chest that she did her best to ignore every time Chuck was in the room. For a few minutes the music aided her in this quest, and she pretended she was somewhere else, being someone else, uninhibited, free of all her troubles… happy.

She felt him the minute he came up beside her. His side brushed against her, and his arm slowly slid around her waist until it was resting on her hips. She glanced at him through half closed lids, and found him watching her intently. She didn't say anything, and neither did he. He pulled her around, until she was in front of him, and both his arms were bracketing her. They were dancing, slowly, feet barely moving, bodies touching at nearly every point. Her body was humming with pleasure as she looped her arms around his neck, and let her eyes close again. He moved her with the beat, and she gave herself over to him, feeling safe, and wanted.

Desire was a heady thing. Blair had known very little of this variety in her life. It consumed her, making her blood sizzle, her body come alive, and her heart beat so fast she thouht it might seriously jump out of her chest and make a run for it. She wondered if Chuck had any idea what he did to her, if she made even the littlest effect on him. She would never be sure, his face remained impassive, his hands soothing.

The song came to a close, and he pulled her even closer to him, moving his arms higher up so he was holding her in his arms, secure against his chest. Blair laid her head on his shoulder, and her eyes remained closed. She briefly wondered if the others were watching them, but quickly decided she didn't care. Her feelings for Chuck weren't something she could control. She loved him. She loved him. The thought made her smile.

"What?" He whispered, and she felt his warm breath against her neck as he bent down to talk to her.

She opened her eyes, and met his for a brief moment. "Nothing," she smiled. Admitting it to herself, and telling him were two different things. She doubted those words would ever leave her mouth, and she'd do her damnest to make sure they didn't. He didn't need to know how much influence he had over her, even though she had an inkling that she had some influence of her own. Eventually she would test that, but not tonight. Tonight she just wanted to enjoy him and forget the rest of the world.


	11. Author's Note Part II

Just wanted to write a quick author's note for this fic. I am still alive and kicking and planning to continue it. I've just hit a major writers block as well as a busy holiday season so I haven't been able to get anything out. I can't give a solid date as to when the next update will be out, but I'm hoping sometime in the next few weeks I'll have some breathing room and some creative energy to complete the next chapter. I apologize for the long wait, folks.


	12. So Close, No Matter How Far

**AN: **I know you all want to kill me and I don't blame you. My only excuse is law school applications, and for anyone who has been there you know what that means. Anyway here is the next chapter, and I really hope I can get some more out soon. I'm almost done with the applying and I have a nice vacation coming up. Without further delay…

**Fake Empire**

Chapter Ten.

_I never opened myself this way_

_Life is ours, we live it our way_

_All these words I don't just say_

_And nothing else matters_

Blair stared out the window in her room, and watched as the rain traced patterns against the glass. It had been storming all afternoon since she'd returned from school, and she'd spent most of her time distracted by the thunder and lightning. Her mind was filled with Cotillion; she couldn't seem to focus on anything else. Her dress was already being made, she'd set up appointments for her hair, nails, and final fitting, but there was still one detail left, the one she dreaded most. So, instead of tackling that particular problem she stayed holed up in her room, leaning against her chilled window frame imagining she was anywhere else than where she was.

Blair's cell buzzed beside her, and she looked down to see Chuck's name. She flipped her phone between her hands for a few seconds, deciding whether to answer, but it stopped before she even had a chance. Just as well she decided, she had been avoiding him all day, and she still wasn't eager to have the conversation she knew she needed to. Cotillion was the grand event of the season, and Blair would be its reigning queen. It was expected, and Blair thrilled at the prospect. The only downer was the fact that she didn't have a date. She should have. She'd had many offers, but she'd barely considered them. She knew her perfect night could only feature one guy, and she was absolutely terrified of asking him. She was sure Cotillion was something Chuck Bass would scoff at, he probably didn't even attend the one for his year. Still, Blair couldn't totally give up the dream. It was coming down to the wire now though, and she knew that if she didn't talk about it with him today her mother would agree to the Prince's offer, and her chance would be lost.

It's just Cotillion she tried to council herself, a silly dance… a silly dance, right. She scoffed. She was able to delude herself about much, like the fact that Evelyn Bass hating her didn't bother her, she could even ignore the irregular heart beat that took over every time Chuck stepped into a room, but she couldn't manage to convince herself that Cotillion wasn't important. It was. It had been her magical fairytale dream since she'd been a little girl. Her mother had taken her by the dance studio when she was six years old, and while Eleanor had talked about a dress design with another society mother Blair had snuck off into the next room, and watched all the ladies and gentlemen glide across the floor. In Blair's six year old mind they looked like they were flying, above everything and everyone, they're very own fairytale. Ever since she'd dreamed of this night, when she would be flying, ahead of everyone and everything, the queen. Every queen needed her king though, and Blair had yet to lock hers down. It would have been easier to ask Carter. Carter might grumble but he would eventually agree, especially since Nate was escorting Serena. Blair didn't want to settle for Carter though, she wanted Chuck. She just wasn't sure how to get him.

Her phone buzzed again, and that same familiar name flashed across the screen. She sucked in a fortifying breath before answering.

"Hello." Her voice already sounded strained, and she cringed. She and Chuck had been attached at the hip for many months now. In some ways it felt like he knew her better than anyone else, and one perk of that (for him anyway) was that he could read her moods fairly well. On the other hand she still couldn't decipher his cryptic behavior more than half of the time.

"What's wrong with you?" He didn't even bother with hello, so she didn't bother responding. Silence stretched between them for a minute, before she heard him sigh. She imagined he was running his hand through his often messy hair, and deciding if he should pursue this conversation or just give up on her for the day. He must have decided on the former. "Be ready in fifteen minutes. I'm coming to pick you up." He hung up on her before she could refuse, not that she probably would have.

Blair was waiting outside when his limo pulled up along the curb. His driver got out and opened the door for her, and she stepped inside quickly. The rain was just a drizzle now, but she didn't look good in the drowned rat look, and she needed to feel her best to get through this conversation. Chuck was lounging back on the seat across from her, sipping on his usual drink. His eyes were watchful today though, and she knew he was curious about her sour mood.

"Drink?" He offered her his glass. She grabbed it from him, and drank a hearty sip before handing it back. He continued to watch her. "Are you going to tell me?" He asked, a no non sense look on his face.

She frowned at him. She didn't like that he felt entitled to know her every thought and mood. "No, I don't think so," she returned coolly. She slid across the seat so she was resting beside the window again, and let her cheek rest against the cool glass. It had started to storm once more, and she lost herself in the downpour, ignoring his presence as he so often ignored everyone in the world.

He watched her warily, and she could see that he was doing his best to try and figure her out. She was pleased to see that he was failing. It would do him a world of good to feel the way the rest of them always did in his company. Two could play at the secrecy game she decided, and smiled to herself.

"Blair…" There was a warning in his tone, and she whipped her head around to face him. "What's going on with you… you can tell me." He added in a softer tone, and her irritation and anger disappeared altogether. She'd wanted to keep her guard up for this conversation, keep a healthy dose of anger in store to deal with the eventual rejection when she asked him. But she knew it was a useless attempt when he looked at her the way he currently was, with concern, and care… in a way he looked at no one else. She loved and hated that look in equal measure, because it made her hope for things she knew would never happen. It made her dream that they could be different one day… one day, it was such bullshit.

"Cotillion is next week." She met his eyes directly for a minute, but then she chickened out and turned back to the window. If he was going to laugh at her, or call it some dumb tradition she couldn't be looking at him. He would see how much it hurt her, and she hated giving that to anyone. Her weaknesses were hers, she refused to even share them with him.

"I'd heard…" He still seemed very confused, and Blair wished his brilliant mind would kick in so he could make his own deductions. "Nate's going with Serena…" He only said it to fill the silence, obviously hoping for more of a clue. She offered nothing. "Are you going?"

Blair turned back, and just stared at him.

"Of course, you're going." He laughed to himself, but she didn't find it funny at all. She began glaring, her earlier anger a comfortable thing. "I don't often admit this, but I'm lost."

Blair felt herself softening towards him, but held her ground. "I don't have a date." She finally spelled it out for him, forcing herself to hold his gaze this time. She watched as realization finally dawned in his black eyes, and then he was the one who was uncomfortable. "I've been asked by many, of course." She added so she didn't sound pathetic. "A prince is vying for my attention now, but…" She had to look away from him again, because she could feel her face heating up, and she didn't want him to notice.

"Oh…" The quiet was heavy, only filled with the storm raging around them, and the sound of city traffic. Blair had no idea where he was taking her, but she knew she hoped they got there soon. She did not like being trapped in this car with him, especially since she had a sneaking suspicion that this conversation wasn't going to end well at all. What had she expected? She'd known it all along, Chuck Bass didn't do Cotillion, not even for her.

"I'll just go with the prince." She decided quickly to spare them both. Her mother would be thrilled, and she'd still have the most fabulous date of the evening. All the other girls would look at her with envy, and she'd know she won. "He'll be a fine date." She said this more for herself, than for Chuck.

"Princes usually are." Chuck returned, and when she glanced back at him he was trying for levity. His patented smirk was in place, but it felt hollow for both of them. She wanted it to be him, and he had to know that.

The rest of the ride was made in silence. They ended up at bar downtown, a favorite of Chuck's in the business district. Blair usually hated coming here, but she barely noticed the atmosphere today. She ordered a martini, and sucked it down before Chuck was even halfway finished with his drink. Carter and Nate arrived within twenty minutes, and they moved to a back table. Carter regaled them with tales of a poker game gone bad, and Nate complained about doing Cotillion all over again. Blair barely said a word, just stewed in her misery, and planned out every detail of her night with the prince. He would try to kiss her, they always did. She was just about to decide to let him when Chuck broke into her thoughts.

He leaned in, and whispered into her ear so only she could hear. "Are you alright?" He pulled back to meet her eyes, waiting for a response, but all she did was nod. In that moment, in that bar, she started to wonder if he truly was a lost cause. Would they always be just this way, nights at Victrola, days in stuffy old bars like this with his friends? Blair wasn't sure she wanted it. She wasn't sure she wanted any of it anymore.

"I forgot I have a dress fitting." She announced abruptly cutting Carter off midsentence. All three boys turned to her with perplexed expressions. She stood up and grabbed for her purse.

Chuck grabbed her wrist and stopped her from moving. "I'll have the car pulled around, just give me a minute." It was clear he planned to leave with her, but she didn't want that. For the first time in a long time all she wanted to do was get away from him.

She shook her head. "Stay, enjoy yourself. I can grab a cab." She pulled her wrist out of his hold, and her whole body jerked from the effort. Carter and Nate were watching them intently, not even pretending they didn't know something was going on. "I'll see you later." Blair pasted on a fake smile.

"Blair?" Chuck tried again, seeming genuinely confused.

"Bye." She turned away from him before her face completely fell. She couldn't keep up the act any longer, and she needed to get away from him. She walked the rest of the way out of the bar, hurried into the downpour and grabbed the first cab she could find. He might have followed her but she never looked back.

When the cab driver asked Blair where she was headed she gave him Serena's address. She couldn't face going home and telling Eleanor she'd won. Blair would attend with the prince, the perfect fairytale, just not the one Blair had always envisioned. Pull out your dancing shoes, Waldorf, she coached herself into a smile. It would all work out. It would be everything she dreamed, more even… It would be a disaster.

She was shaking from the cold rain when she made it to Serena's door. Her friend took one look at her and yanked her inside. Serena wrapped her in a towel and then found a large blanket for good measure, before she forced Blair to sit down on the couch. Lily was away again, Thailand this week Blair thought, but she could hardly remember. She would know next month when Serena's mom returned with gifts from her travel. Serena had a whole closet full of guilt gifts from her mother, by the time she was twenty she would have two.

"Who do I need to kill?" Serena tried for a joke, but it fell flat around them. Blair shivered into the blanket and tried to forget that all her carefully placed dreams had just crashed around her. Love sucked had never seemed more appropriate than that day.

"I'm going to Cotillion with the prince." Blair told her very casually, and Serena smiled for a moment before she realized that was the wrong reaction.

"This isn't a happy thing?" She guessed. "Oh." She frowned as it finally dawned on her. "He refused to take you? He's such a jackass. I've told you for months he didn't deserve your friendship, and this is just another reason why. The high and mighty Chuck Bass couldn't just suck it up for one stupid dance. I'm going to find him, and give him a piece of my mind, and then I'm going to kick him for good measure because that is what he deserves. He deserves a good ass kicking. I bet I could even get Carter and Nate to help me and-" Serena stopped her tirade, when Blair began laughing. "What?" She was stunned by the reaction, but Blair couldn't stop herself.

It was nice to know that in the middle of one of the worst days in her recent existence Serena would still be there to back her up. She would even take on that high and mighty Bass boy. Blair continued to laugh so hard it came from the belly, and eventually Serena joined in. Soon they were both falling all over themselves with tears streaming down their faces.

Finally, Serena sobered up, and Blair followed suit. "You know," Serena grabbed her hand, "I'd really do it."

Blair nodded, and wiped at her eyes. She must look a complete mess, but for once she didn't even care… not that much at least. "I know you would… I'm not angry at him," Blair admitted, surprising herself and Serena. "You're right it is just some stupid dance."

Serena blanched. "I didn't mean it that way. I know how much this means to you. You've been crazy over Cotillion since we were little girls. I swear I thought I would strangle you, you talked about it so much." Serena smiled at Blair fondly.

"But it's still just a dance." Blair shrugged. "I guess I just realized that he's…" Blair couldn't make herself say it. Serena squeezed her hand reassuringly, and she tried again. "He's never going to be what I want him to be."

Serena's face fell, and Blair suspected that was pity in her eyes. It stung more than anything else, and Blair regretted admitting it out loud. Still, she knew she had to get it out and it wasn't like she could tell Eleanor.

"He's an idiot then." It was a lame attempt at making Blair feel better and it failed miserably.

"He's Chuck Bass, and I knew that. It's not like I expected him to change for me. I didn't." Blair smiled to herself. "I like him the way he is. I even like the dark, twisty parts that scare the hell out of me. It's just… I wanted to be the one for him the way he is for me. I want him to want to do these things with me… but he doesn't. He can't even pretend or lie and says he has other plans. He just ignores me, and that feels so much worse." Blair stopped herself from saying more. She already felt too exposed and extremely pathetic.

"This is going to sound bad." Serena warned and Blair jerked her head around so they were face to face. She dreaded what her best friend was about to say but she couldn't stop her. She knew she needed to hear it. "Maybe it's better you know now… you know before it got worse for you. It's just a crush right? We all have them." Serena bumped Blair in the shoulder. "Besides a prince is a way better catch than a Bass. Chuck's loss will be your gain. You got the fairytale, B." Serena was trying so hard, and Blair couldn't bare to see anymore pity in her eyes, so she forced herself to play along.

"That is true. I've always wanted to be royal." Blair preened. "You know my family comes from royal blood-"

Serena giggled. "Marie Antoinette, I know."

"It makes perfect since when you think about it. I was born to be queen." Blair winked, and Serena collapsed in another fit of laughter. Blair laughed too but she didn't feel it deep inside.

She was sad, disillusioned, even a bit miserable but beneath all of that there was the most surprising thing, relief. Maybe she did love Chuck but Serena was right, better now than later, when they were so entangled it would be nearly impossible to get away from him. This was a manageable amount of pain. She would throw herself back into her school work, start something with this prince, focus on her friends. She would go back to who she was before she knew him. The darkness would recede again, and she'd feel safe. It would all be better now, she knew it would.

Blair spent the next week avoiding Chuck at all costs, and he aided her in that purpose for the most part. His calls became fewer and far between when he realized she was going to say no to everything he proposed. Every time he invited her to Victrola she came up with a new school assignment she just had to finish. And the few times he'd showed up at her door to drag her out for an afternoon of drinks and debauchery with the boys she'd reminded him she had to prepare for her date with the prince, a really big deal. It was the afternoon of cotillion now, and he hadn't called in exactly 28 hours. She knew because every few minutes she would check her phone for a missed call of new text message, hoping he'd at least wish her a good evening. It was a pipe dream though and as she pulled her dress on she vowed to forget about him all together. Tonight was about fairytales, and Chuck had no place in those.

"You look beautiful, sweetheart."

Blair twirled away from the mirror to find her beaming father standing at her door, a wide smile stretched across his face. She smiled back at him, hoping it reached her eyes. She did look beautiful. The dress Eleanor designed fit her perfectly, curving around her body like a glove. The prince would be awe struck, and when she walked into that room tonight everyone would be watching, whispering about that stunning Waldorf girl. It would be a victory for her, but she feared it would feel hollow. She had the wrong date, and her heart still hadn't recovered from that. It would eventually she promised herself. She just needed time to forget him. He would stop calling and stopping by all together soon, and then that would be it. She would be free to going back to being Blair Waldorf, society princess. It would all work out for the best.

"Mother outdid herself," Blair agreed. She turned back to the mirror, and smoothed down a crease in the dress. Her makeup was already done, but she still had to put the finishing touches on her hair. She was thinking a classic up do, maybe even a tiara for show.

"Nope, that's all you darling." Her father was too kind, and she grinned back at him genuinely. "You have a visitor. I told him I wasn't sure if you were up for guests but he's a persistent fool." Harold grumbled under his breath, and Blair raised her eyebrows with a questioning look. "Chuck Bass requests a moment with you."

Blair was too stunned to respond for a minute. Chuck coming here tonight was not on the menu. He had to know that tonight was cotillion. Even if he didn't listen to her telling him about it all these months, he surely knew why Nate was out of commission tonight. She took a deep steadying breath, and placed a put upon smile on her face.

"I can spare a few minutes, send him up." Blair allowed with a cool smile.

Her father exited quietly and Blair turned back to her reflection in the mirror. It dimmed a bit in her mind. Flaws began to stick out, and panic sunk in. Chuck didn't belong here tonight. She was actively forgetting him, and he was supposed to be ignoring her.

"Don't frown." He came in and quickly shut the door behind him not even caring that that was probably the last thing Harold Waldorf would approve of. What father would want his daughter behind a closed door with Chuck Bass. The answer was an obvious none.

"I'm busy tonight, Chuck." She told him sternly, and then walked over to her vanity and sat down. She began rifling through the tiaras her mother had brought out for her, trying to decide which one suited her hair style and dress best. Some were too gaudy, other's too small. It had to be just right.

"I can see that." He walked around her, and sat back against her bed, lounging out like he owned it, as well as everything else in the room. He was wearing wrinkled clothes, and two day old beard. His hair had clearly not been combed in a while as well. Too many nights at Victrola were catching up with him, and though she didn't want to find him attractive she still did.

"Did you come for a peep show?" She asked tartly. She watched him from the mirror, and he stared right back at her. "I'm busy, Chuck," she repeated when he had no answer. The prince would be arriving within the hour, and Blair needed to plan her entrance still. Dorota would have to make sure it was perfectly timed for impact.

"I haven't seen you in a few days…" He continued to watch her with his deep penetrating gaze. She felt a sick little flutter in her stomach as he stared at her and she shoved it back down. She wouldn't be feeling that way tonight or ever again.

"I told you I had to plan this evening. Everything is going to be perfect." Blair's nerves eased a bit as she repeated that to herself. Nothing would go wrong tonight, she wouldn't let it.

"Even your date?" Chuck brought up the one subject that was absolutely forbidden, and Blair flinched. He just kept watching her though, refusing to back down now that he'd said it.

"He wasn't first choice, but he'll do." She returned, pure ice in her voice. Two could play at this game, and if he thought she was going to beg him to take her he was sadly mistaken. Her crush might have turned some of her soft, but her brain was still functioning perfectly and knew where to draw the line.

"Blair," he stood up from the bed, and came over to stand behind her at the mirror. "I…" He hesitated unsure of what to say. Blair could see the war within him, and she knew that whatever came next would be horribly embarrassing for her but she couldn't turn away from him. "I'm sorry I didn't ask to take you. I knew you wanted me to, but…" He shrugged, and turned away from her. He walked over to the window and just stood there looking out at the dark sky.

"I wanted my good friend to take me, yes." Blair clarified. "But clearly you're far too busy for me." She couldn't help the harping tone of her voice, or the way her teeth snapped on the last word. Anger was building quickly, and she wanted him out of there before she exploded.

"Is that what we're saying now?" He turned back, his voice harder than before. Blair sucked in quick breath, surprised at his candor. Still, she said nothing. If he was going down this road he was going to travel it alone. She had her dignity to protect. There would be no heart breaking confessions on her end, thank you very much.

"I don't know what you mean, Chuck. I need to finish getting ready so if you'll please just-" Her heart was beating a mile a minute, and she was scared to death of what he was going to say next. He needed to leave, and she needed to get ready.

"Stop it, Blair." He finally snapped, and the authority in his voice shook her. She turned away from the mirror finally, and stood up. His eyes were darker than usual, and his body was rigid where he stood. He was gearing up for a battle she wasn't prepared to fight.

"Leave, Chuck." She demanded, trying to sound a ferocious as she could. He didn't move and she inched closer to hysteria. "I don't have time for you now." She practically screamed. She tried to edge past him into her bathroom, but he reached out snagging her arm and holding her in place.

"Make time. I'm sick of you acting like a spoiled brat because you didn't get your way. You didn't even ask me to take you. How was I supposed to know it was such a big deal? And why is it such a big deal, Blair?" He demanded. He held onto her arm, and pulled her closer to him so there was only a small space remaining between them.

"Just let me go," she whispered, refusing to look up at his face.

"Answer my question and I will." He wasn't giving in this time, and she could feel herself falling. Her perfect evening was crumbling before her eyes, but even worse all the pretenses she'd put up with Chuck were falling down. She was left bare, and she hated that feeling.

"You're supposed to know because you're my friend. Like how I know that you're always moody and morose right after you've seen your father, or how you're always really angry after you see your mother. These are the things I know because I care about you, but you just don't make any effort at all. You don't care, Chuck!" She yelled this right in his face, and ripped her arm away from him. She stomped into the bathroom, and tried to shut the door, but he was right behind her, and held it open.

"I don't care because I won't take you to cotillion? Are you serious, Blair? I hate cotillion. My parents made me go my junior year and it was hell. Why would I ever want to do that again? And you still didn't answer the question. Stop avoiding it." He was vibrating with anger, and Blair stepped back from him.

"It matters to me, Chuck. Maybe it's just cotillion to you," she emphasized, "but it matters to me. I wanted tonight to be the perfect evening, and I wanted it to be with you. Happy now? Just get out, Chuck. I have things to do, and I can't deal with you…" She faced him down this time, her glare unwavering. Chuck finally nodded, and backed away from her.

"Fine," he mumbled under his breath. A minute later she heard her door opening and closing.

She sunk back against her cabinets, and sucked in as much air as she could. Her face was flushed, and her hands were shaking, and everything was ruined. She and Chuck were fighting, and she felt completely horrible because he still didn't get it. He didn't get it, and he wasn't even trying to get it.

The prince showed up, and they arrived at cotillion in style. The photographers flash bulbs went off, and Blair smiled like her life depended on it. The prince was dull, and Blair was ready to be out of his company as soon as they got there. They still had to go through the announcements though so Blair continued to fake it.

"B, you're beautiful!" Serena exclaimed the minute she found Blair, yanking Nate right behind her. "Wow, doesn't even cover it," she gushed.

Blair tried to smile, but it fell flat. "Thanks."

"Blair…" Serena could see the sadness on her best friends face immediately. "The prince not the best date?" She guessed correctly, and Blair nodded. "We could swap dates. I'll give you, Nate. I don't even care about this thing too much." Serena offered generously, as Nate just stood behind her, completely uncaring. There could not have been a more go with the flow guy.

"No," Blair shook her head. "He's still a prince. I can deal with him. Besides, you and Nate look perfect together." Blair conceded looking between them. "Absolutely perfect." She tried to hide the jealousy in her voice. She'd wanted the same thing for tonight.

"You could share me." Nate smiled cheekily, and Serena laughed, so Blair forced herself to laugh as well.

"Oh, there's the prince. I'll find you later." She promised Serena with a kiss on the cheek, and then disappeared into the growing crowd. She couldn't handle Serena's pity, and she didn't want Nate reporting back to Chuck that she'd had an awful time.

Blair checked in with the prince for a moment before excusing herself to the bathroom. The bathroom was impossible in that dress though, so she headed outside onto the veranda and prayed for a little solitude. She kept thinking about her argument with Chuck. Things had never been more intense between them, and it filled her stomach with a sick feeling. She liked things on an even keel.

She was out there for just a few minutes when she felt someone tapping her on her shoulder. It was either the persistent prince, or Serena with more pity. She snapped around ready to berate either one of them for interrupting her solitude, but not a word came out. It wasn't Serena or the prince, it was Chuck and for a minute Blair worried she was now having delusions. He was shaved, perfectly groomed, and looking more than amazing.

"Chuck…" She didn't know what to say.

"I was a dick. If it matters to you…" he looked away, and for the first time since Blair had met him he seemed a bit shy. This stunned her even more than him showing up. "I care, Blair," he promised. His eyes implored her to believe him, so she nodded. She did believe him. She could see it, feel it. It was real, and she knew she wasn't making it up. Chuck Bass cared about her. He cared about her so much that he'd come to a place he hated just to make her happy.

She smiled without meaning to, and he looked away again too bashful to deal with her happiness. "So, can we dump the prince?" He asked trying to change the subject as quickly as possible.

Blair sobered up. "Oh thank God, he was dreadful. He just kept talking about cheese, and his favorite pair of shoes. And then he started talking in Dutch and I just – I'll be right back." She stopped herself from rambling, and headed inside to find the prince.

She found him in minutes, and quickly did what needed to be done. He seemed more relieved than irritated, and she caught him mumbling about spoiled American girls under his breath as he made his exit. She didn't care how abnormal this would look. Her fairytale had its rightful King, and her night would now be unforgettable in the best way. She found Chuck again by Nate and Serena, and headed over.

"It's about time, Bass." Was all Serena said, and Chuck just nodded at her. Nate was smiling like a fool, but all three of them were doing their best to ignore that.

Announcement time came and Blair Cornelia Waldorf was escorted by Charles Bass. The entire room was in a tizzy as he stepped up, and Blair smiled fully aware of all of their whispers. The queen had shocked them all, and she reveled in that feeling. Eleanor and Harold both raised their eyebrows at her, shock and concern warring on their faces but Blair ignored them. This was meant to be, she knew it in her bones.

"Dance with me." Chuck whispered in her ear, and pulled her onto the dance floor as a classic waltz began. He dance with ease and skill, and Blair felt as if she were flying, high above them all. "You're smiling." He smiled back at her.

"I'm happy," she admitted even surprising herself.

"You're beautiful." He leaned in and placed a soft kiss against her cheek before twirling her around him.

For once Blair didn't only know she was beautiful, she felt it, all thanks to him.


	13. Just Keep Coming Around

**AN: **Inspiration struck and produced this chapter. Hope you all enjoy and, as always, thank you for the feedback.

**Fake Empire**

Chapter Eleven.

_Just don't give up, I'm workin it out  
Please don't give in, I will let you down  
It messed me up, need a second to breathe  
_

This author has it on good authority that our favorite

Gang of adventurers is setting off on another quest.

Summer lovin, or Greek tragedy? We never bet against

Our disturbingly destructive Tin Man. Word on the street is

Our fearless leader has planned a summer retreat to Merlin's

Grecian resort, and he's been so kind as to invite some of

His lowly followers. This author has not been fortunate enough

To be on that invitee list, but we do have a spy going along. Check

Back here for all the juicy deets. Hook ups, betrayals, drugs…

Everything is on the table for this grand adventure. D.H

"Did you pack your bathing suit?" Blair walked into Serena's room and surveyed the complete disaster. Clothes were strewn everywhere and Serena's wavy blond head could barely be spotted beneath all the clutter. "Have you ever heard of spring cleaning, S?" Blair teased. In truth, her OCD was prickling beneath her skin. Just one little call and she could have Dorota over here. This mess would disappear within an hour. Serena liked her chaos though, so Blair sucked it up and ignored it.

"We're going to Greece, Blair. Of course I packed my bathing suit." Serena answered indignantly. Blair just arched her eyebrows in return. A light blush crept up Serena's neck as she turned away from Blair. "Just in case, could you grab a few from that drawer?" She pointed to one across the room. Blair smiled but made no further comment, enjoying being right.

"Did you get the final guest list from Chuck?" Serena asked a few minutes later as Blair repacked her clothes, folding them neatly into the suitcase.

"No," Blair grumbled. "He refused to tell me." A pouty frown settled onto her face. She did not like going into things blind. Chuck had some sketchy friends that Blair had no intention of spending her summer with.

"Chuck denied you?" Serena made a face of mock horror, and Blair threw a throw pillow at her face. "Blair!" Serena squealed, but didn't seem to mind. "Seriously, he wouldn't tell you?" Serena was genuinely surprised, and Blair had to admit she was, as well.

"I tried everything," she sighed to herself. "I begged. I pouted. I promised him I would be his slave. Nothing worked. I am going to kill someone if Georgina Sparks comes. I feel like I should warn you now. There will be carnage. I can't spend an entire month trapped with her." Horrible visions of glossy red hair and evil glowing eyes taunted Blair. She could not waste her summer with that piece of trash. Chuck refused to totally cut her out though, and Blair just did not get it.

"You should have seduced it out of him. Boys have one language: sex," Serena told her knowingly, causing Blair to blush.

_Sex_. Even the word made Blair squirm. Everyone had sex. Serena. Nate. Carter. Chuck. _Chuck_ most definitely had sex. Blair was the only lonely virgin in their group of friends, and she was really getting tired of it. How did she get nominated to be the princess of purity? It wasn't like it was a conscious decision. She wasn't going to throw it away on a drunken hook up, though. It meant more to her than that. If she was perfectly honest with herself she knew what – or rather who – she was waiting for. He didn't seem to realize that, or if he did, he simply didn't care. He barely even touched her unless he was drunk. A drunk Chuck was a little more touchy-feely, but not much. She felt inept with this subject, and knew she should talk to Serena about it.

"Serena…" She hesitated. It felt utterly humiliating to be having this conversation with her best friend. Serena was practically a sex goddess, with all the boys hanging on her every whim. The boys didn't hang on Blair's whims, they were simply afraid of them. She hated that. She wanted to be sexy, not scary.

Serena stopped what she was doing and turned around so she was facing Blair. "Spit it out," she commanded. Blair found understanding and compassion in her best friend's eyes. If she had caught even a hint of pity, she would have clammed up again. Damn, Serena for being so… _cool_.

"What should I do if I wanted to… seduce… someone?" Blair finished lamely. Serena just stared back at her for a second. Shock and confusion finally gave way to realization, and she had the gall to smile. "Never mind." Blair shook her head and turned away again. She could not have this conversation. She would just remain Sister Blair and join a convent when she graduated.

"Blair, look at me," Serena demanded. Blair pretended to ignore her. "Blair Cornelia Waldorf," Serena pulled out the middle name and Blair's head began to inch around. "I promise I'll go easy on you… Blair!" Serena exclaimed, exasperated.

Blair faced her reluctantly. If she could have found a black hole, she would have crawled into it. "Don't enjoy this too much, Serena," she snapped.

Serena allowed Blair her defenses. "I don't see why you're so sensitive about this. It's just sex," Serena shrugged.

Blair sighed. It was just sex to Serena, but to Blair it was so much more. She couldn't actually imagine giving up that much control, and putting that much trust in someone else. For Blair, _just sex_ could turn into a disaster.

"I think Chuck is the total wrong choice for you, but – " Serena waved away Blair's protests before she beginning. "It is your choice. So, what did you want to know? Protection is a must, no matter what he says, Blair." Serena told her in a mom-like tone.

Blair rolled her eyes. "I think I have the logistics down, Mommy," Blair shot right back. A small smile cracked across Serena's mouth and she nodded, waiting for Blair to continue. "I just don't think he… I mean, he must not find me attractive." It caused Blair physical pain to admit that. She hated showing her weaknesses and, to her, Chuck not finding her pretty was weak and pathetic. He found Georgina freaking Sparks attractive, yet he barely glanced at Blair sometimes.

"Blair," Serena shook her head and tried not to laugh, but failed miserably. "You're not serious, right?" Blair had had enough and jumped to her feet, ready to leave Serena to fend for herself. She would not be made fun of. Serena jumped up then too, pulling Blair back down with her. Her laughter finally ceased in time to speak. "Oh my God, Blair. You're serious? You're stupid!" She practically yelled it, and Blair blanched.

"Thank you so much, Serena. You're just the bestest friend ever. Let me go print you out a card right now." Blair yanked her hand from Serena's grasp and tried to get up again. Serena was stronger though and pulled her right back down. "I don't intend to be further humiliated. Let me go," Blair demanded through gritted teeth.

"I'm sorry." Serena waved her white flag. "You just… I don't see how you could think that. I mean I can't stand Chuck most of the time and try to ignore him all the time, but even I can see that he totally wants to jump you. You walk into a room, Blair, and his eyes glaze over. It's actually kind of hilarious. Carter and I make fun of him all the time," Serena giggled to herself, and Blair allowed it because she was still too shocked by her pronouncements.

"What do you mean… glaze over?" Blair's voice was meek and low. She hated sounding like this, but she was too scared to hope Serena wasn't bullshitting her. "Don't placate me, Serena," she warned for good measure.

"I know better," Serena promised. "You're clearly on Chuck's top ten list of things he'd like to eat for breakfast, lunch and dinner." Serena wiggled her eyebrows at Blair and both girls had to laugh at that.

"You're disgusting," Blair feigned offence.

"I'm truthful. You're like a sundae he'd like to –"

"Eww, Serena." Blair stopped her. "Enough with the food references. I'm going to puke." Blair was still smiling, though. Was Serena right? Did Chuck want her? Did his eyes glaze over? Blair knew the next time she saw him, she would be looking for these signs. Serena was a dead woman if she was lying.

"How don't you see this, Blair?" Serena was truly flabbergasted.

"You're exaggerating. He barely touches me, Serena. It's like a feat for him to take my hand lately." Blair's smile fell and so did her mood. Emotionally, she felt closer to him than ever. Physically… He'd been easier around her in the beginning.

"Duh, Blair." Serena looked at her like she was the biggest moron on the planet. Blair was certainly starting to feel like one. "He's doing his best to control himself. You matter to him… Sex to someone like Chuck isn't a big deal. You're a big deal, though." Serena admitted this begrudgingly.

"You think?" Blair was scared to hope.

"No doubt about it, B." Serena patted her hand, and Blair smiled back at her. This new information would take a while to sink in. "Okay, lets hurry and finish packing. I promised the boys we'd meet them in the bar before takeoff. We can check out who all is coming then."

"Sneaky, sneaky." Blair was impressed.

Forty-five minutes later, the girls finally stuffed everything Serena could fit into her suitcases and came down stairs. Carter, Nate and Dan were waiting when they arrived. Serena and Blair shared a look over Dan Humphrey's appearance. He wasn't a usual for their little trips. Blair wasn't exactly pleased, but she tried not to be upset, either. At least, he wasn't Georgina.

"Boys." Serena greeted them with a glowing smile and kissed them all quickly on the lips. Dan Humphrey stuttered a little, and Blair did her best not to laugh.

"van der Woodsen, Waldorf, stunning as usual." Carter made a big production of kissing both of their hands. Serena just shook her head at him and smiled, while Blair made a show of jerking her hand back and glaring. In truth, Carter amused her now but she couldn't let him know that.

"Did you pack your entire closet?" Nate teased Serena, and she frowned at him. "Thought so," He laughed and everyone else joined in, even the scorned one herself.

"I enjoy my clothes." Serena shrugged and ordered a drink.

Blair ordered as well and tried to ignore Humphrey taking turns staring at her and panting after her best friend. He was probably filing this all away for his lame little column. Blair did not understand why Chuck invited that kind of trouble into his life. He had to know what Bart would do if he ever read that column and figured out the not-so-cleverly hidden aliases.

"Blair and I have decided to go topless." Serena announced as they all nursed their drinks. "No tan lines," she explained with a dreamy smile.

Blair thought about disabusing them of this notion, as she would not be going topless. In the end it was just easier to play along. This was sexy. This was flirty. Blair could do this. She sucked down the rest of her drink quickly and ordered another. Her new persona needed a little alcohol boost.

"Remind me to spend all my time with the two of you." Carter openly leered. Blair just smiled back at him blandly. He took that as an invitation and placed his hand on her knee. She let it stand. _Sexy, not scary, Blair_, she reminded herself. "What's gotten into you?" He leaned in and whispered in her ear.

Blair glanced around and found Serena deep in conversation with Dan and Nate. They were hanging on her every word, and she was blathering on about being a mermaid. Blair had to stop herself from laughing. It was all such a tease with Serena.

"Don't worry about it, Carter." Blair finally answered him and casually turned in her chair so his hand fell off her knee. He smirked at her gesture but said nothing more. "Another, please." Blair motioned to the bartender and quickly took her refill.

Ten minutes later, and Chuck finally walked in. His arm appendage made Blair feel sick, but she did her best to hide it. Georgina Sparks. Georgina was preening like she'd just won the lottery. She spotted Blair almost immediately and leaned in to whisper something in Chuck's ear. It was clearly a show for Blair's benefit but Chuck didn't stop Georgina, and Blair's anger was peaked.

"Sorry we're late," Georgina did her throaty laugh thing that Blair absolutely hated. "We had… business." Her euphemism wasn't concealing at all, and no one missed the implication. Blair turned away from the nauseating scene and downed the rest of her third drink before calling for another.

"Hey." Chuck slid in beside her. Georgina was left with the only empty seat between Serena and Dan, claiming it unhappily. Blair almost winked at her but stopped short. She wasn't in the mood to battle so early in the morning.

"I guess this is why you didn't want to give up the guest list." Blair frowned at him and took another healthy gulp of her drink. Chuck grabbed her glass and slid it away from her. "That's mine." She tried to take it back, but he kept it out of her reach.

"Georgina knows not to bother you." Chuck promised. His gaze was all concern and care, and Blair hated him for it. Where was that glazed-over look Serena had boasted of? It was nowhere in sight. Blair was his little china doll. Sure, he cared for her, but he only got down and dirty with the Georginas of the world. That made Blair sick to her stomach.

"You bother me," Blair snapped. She grabbed her drink from him quickly and stood up. It took her a second to gain her balance before she walked away from him and plopped herself down in Nate's lap. She smiled up at him innocently, and he didn't say a word. Thank God for Nate.

The limo ride to the airport was horrific. Georgina planted herself in Chuck's lap and attached herself to him like a succubus. There wasn't a full minute that her tongue wasn't down his throat. He didn't seem to mind. Blair squeezed into the total opposite corner of the car and was forced to sit next to Dan Humphrey. He did his best to ignore her, and she did the same.

"Are we there yet?" Georgina's obnoxious voice broke through Blair's reverie. She glanced outside and saw they were stuck in traffic. Perfect. "Chuck?" Georgina whined.

"God help me," Dan Humphrey mumbled under his voice.

Blair heard him and whipped around to face him. She gave him a questioning look, and he just shrugged and smiled wanly. Clearly, she wasn't the only one who couldn't stand that crazy bitch.

"Do you think she's some kind of alien from outer space? I swear, regular humans need more air than that," he joked, and Blair found herself laughing right along with him.

Georgina and Chuck heard them and took a break for air to investigate. Chuck glanced between Dan and Blair smiling and did a double take. He frowned at them both and, without another word, dumped Georgina off of his lap. Georgia glared at Blair and tried to get his attention back but he ignored them all for the rest of the car ride. This somehow made Blair happy. She kept smiling all the way up the tarmac and ignored the frosty looks Chuck kept throwing in her direction. When it came time for seating arrangements, she made sure to sit by Dan again. It wasn't that his company was so enthralling, but rather what his company did to Chuck that really interested her.

"I'm going to lay down." Chuck announced. Serena, Nate and Carter all nodded, and Blair did her best to simply ignore him. Georgina made a play to go with him but he quickly shut her down. "Alone, Georgina. Find another way to entertain yourself." He stomped off without another word.

Georgina made a face at Blair before finding a couch and curling up on it. Blair was glad she didn't have to think about them behind closed doors. That might really send her to the bathroom for the entire flight. There was only so much her gag reflex could do.

"You're playing a dangerous game," Dan piped up from beside her. Blair had almost forgotten he was there so it surprised her when he spoke. She turned to face him but didn't even feign confusion. "I'd appreciate you not dragging me into it next time. Chuck might not scare you, but I don't particularly enjoy being on the Prince of Darkness's hit list."

Blair rolled her eyes at Dan. "What are you babbling about, Humphrey?"

"Just choose someone else to make him jealous," Dan responded without much heat.

Blair shrugged her shoulders. "Whatever," she agreed. She pulled out a magazine and settled back on the couch. Every few minutes her eyes would stray to Chuck's closed door. She wanted to check on him. She wanted to see if she'd really made him jealous. She hadn't intended to, not at first, but his reaction had just been too… fun.

A few hours into the flight and everyone was asleep. Blair checked a few times to make sure before she silently slid off her couch with Dan and headed to Chuck's room. She didn't bother knocking. The room was dark when she slid in, but she could make out the faint outline of him beneath the covers. His breathing was even and regular so she figured he was asleep. She slipped off her shoes and unzipped her dress carefully, setting it aside. She kept her slip on as decency (and her pride) demanded and slipped under the covers next to him. His arm immediately slid up and around her, looping around her waist and anchoring her to him.

"What are you wearing?" His groggy voice was barely a whisper in her ear.

"Clothes," she answered tartly.

He moved closer to her so his entire chest was pressed against her back. His hand moved from her waist, over the curve of her hip, down to her thigh, where the short slip ended. His fingers traced the edge of her slip where it met bare skin and she tried not to shiver in his arms.

"Hardly," he growled.

She tensed for a minute before she pushed her anxiety away. If she got weird when he touched her, he would stop touching her. She didn't want that to happen. It was nice being held by him like this. His breath was tickling the back of her neck, and his fingers felt warm and soft rubbing against her bare thigh.

"Blair." Her name was barely a whisper on his lips, but she heard it. There was something new in his voice, and she reveled in it. His control was slipping. He was letting his control slip. That was a revelation for her. The hand he had on her thigh began to move higher pushing her slip further up until it hit the edge of her panties. His hand stopped there as well. One of his fingers looped through the tiny lace of her underwear and stayed anchored there.

Her heart was hammering so hard in her chest she thought she might pass out. His fingers were dancing across her hip ever so slowly, tracing inward before moving back to the safe zone again. Blair was afraid to move or say a word because he might stop. She wasn't experienced with things like this, but she knew for sure that she did not want him to stop. She wanted him to keep going.

He shifted against her from behind, and she could very clearly feel just how much he was enjoying this as well. She thought about reaching back and touching him but she didn't feel bold enough to do that. Right then they were still in the PG category. Perhaps, he was inching towards PG-13, but grabbing him would definitely push it right into R. She wasn't brazen enough to push it there by herself.

His face found the crook of her neck and she felt his lips make a soft pass against her skin. His hand was slowly coming around to cup her thigh and her senses were on overload. He was all around her, all over her. She didn't know what to focus on. Her breathing sped up a little as his fingers inched forward. She felt them feather light across the front of her panties, and she jolted in his arms.

"Okay?" There was a question in his voice, but she could barely hear him. His lips had found their way to her ear and he was biting it ever so gently. The sensation coupled by his continued tease down below was driving her out of her mind.

"Chuck," she murmured his name. She couldn't get anything else ou,t but she hoped that was enough for him.

His mouth moved from her ear to her neck and she felt his warm breath caress her as his lips found a particularly sensitive spot. She writhed against him unable to stop herself, and his fingers made a slower path across the seam of her panties. Finally, when she thought she was literally going to scream, he finally dipped below them. His fingers sliding across her bare skin was a complete (and pleasant) shock to her.

"Feel good?" He asked softly. He was right there at her center, a few more inches and… She didn't know. She wanted to know, though. She wanted him to know, as well. "Blair?" He waited. He wasn't going any farther unless she verbalized it.

"Yes," she managed to get out. "Yes," she whispered again.

He moved into her then, and she had to bite down on her lip not to cry out. Everything about this was so new… So much sensory overload. He worked her with the ease and skill of someone who knew exactly what they were doing. Her mind balked at this for a minute before she pushed it all aside. She didn't care. She didn't care about anything but this moment. His rhythm sped up and she began moving against him, reaching but not quite finding what she was looking for. She was right there on the cusp, breathless and waiting when…

The knock sounded at the door. It was quiet at first, and Blair tried to push it away. He was still there with her, still pressing and she could just feel everything so vividly. She could feel him. The knock sounded louder. He let out a loud curse and, before she knew what was happening, he was moving away from her and she was aching in a completely unhappy way.

"No," she let out a little mewling sound.

He turned the light on beside the bed and glanced down at her lying there. His face held pure regret but neither said another word. He walked over to the door and cracked it open just a fraction.

"Chuck." It was Georgina.

"What?" He snapped.

"They're serving lunch. Come out and play with the rest of us." Georgina tried to edge past him into the room. She had to know Blair was in there, and her curiosity wasn't allowing her to leave well enough alone. "Bring Blair, too. I'm sure she's hungry."

"Be out in a minute." He shut the door without further pleasantries and turned back to Blair. "Lunch," he explained.

Blair nodded. Their eyes were locked on each other. They both knew without Georgina's interruption things would be completely different. Blair felt a s sense of regret over it, but she also felt a little relief. She didn't want to lose her virginity on an airplane with all of her friends right outside of the room. It should be more special than that.

"We should…" Chuck looked like he wanted to do anything but go out there. He looked like it physically pained him not to climb back into that bed with her. That made her smile, and she turned away too late to hide it from him. "You're amused?" He climbed back onto the bed beside her, and forced her to turn and face him.

"No," she tried to deny him. She pushed back the covers and was going to climb out of the bed, but he grabbed her arm and pinned her back down before she could. He was halfway on top of her and her heart was doing the little drummer boy again. "You're bad for my health," she whispered under her breath.

He chuckled at this. "I could say the same." He rubbed himself against her for good measure and a fresh blush bloomed on her cheeks. "You don't really want lunch, do you?" He leaned down and buried his face in her neck. His tongue came out tasting her before his lips fastened to a single spot, and she sighed before she could stop herself.

"No," she agreed mindlessly. She really only wanted to be right here with him. Right here was very good. His mouth moved from her neck over her collarbone and down her shoulder. It felt like a trail of fire. One of his hands latched on her thigh and he guided her leg around him so she was cradling him against her. She'd never been this close to anyone before, and it scared and thrilled her all at the same time.

Another knock sounded. This one like a machine-gun, over and over and over again. Chuck finally gave up his pursuit of ignoring it and rolled off of Blair. She lay there out of breath and beyond frustrated. She was going to kill Georgina Sparks.

"Come on, Bass. Lunch." This time it was Carter. He was clearly having a good time torturing Chuck. It embarrassed Blair to think that everyone out there knew what they were doing. Without another word she got out of bed and slid her dress back on.

Chuck took a moment to compose himself. "Go ahead of me."

Blair nodded and reached for the handle. She stopped at the last minute, though. She didn't know what to say to him, but she didn't want this to be awkward. "Chuck…"

He finally opened his eyes and looked at her. His expression turned from irritation to warmth, and he did his best to smile at her. It fell a little flat but she was relieved that he was trying. "Later." It was a promise. Of what, she wasn't sure, but she held onto it as she rejoined their friends.

"Why Blair, you look a bit flushed," Serena teased.

"Cherry red." Carter added with a devilish wink.

Georgina scowled. "What an awful color for you."

"Almost as bad as your hair," Blair shot right back.

Before Georgina could get another zinger in, Chuck appeared from the bedroom. He looked completely refreshed and relaxed. He slid onto the seat beside Blair and stole a grape from her plate. He ignored Georgina completely and, when Blair caught his eye, he grinned at her. Blair smiled back. It was all going to be all right…


	14. I Need to Know

**AN: This has been such a long time coming, and there's really no excuse for it. I'm in my first year of law school, and leisure anything is really kind of impossible, but I sat down today and just started writing. I'm not even watching GG currently, as the writers have really disappointed me with the direction, but Chuck/Blair will always be special to me. I'm still holding out hope for something amazing with them, so I can come back and watch again. Anyway, without further adeau… **

**P.S. – I'm right in the middle of finals right now, but I'm going to try and work up at least one more chapter today, and then I have break coming to get some more done. I shall do my very best not to leave this story hanging for this long ever again.**

**Fake Empire**

Chapter Twelve.

_Feel like I'm tryin' to breathe under water  
Tryin' to climb but I keep fallin farther  
_

Turbulence ahead… D.H

Blair's descent down the tarmac and into the waiting limo felt like a true feat. She hadn't slept the entire plane ride because she hadn't been able to get Chuck out of her head. It was a stupid move going into that room with him, a stupid move feeling for him, a stupid move even coming on this trip. She was seriously kicking herself by the time they got to the private villa. Everyone was giving her these little questioning looks. Carter couldn't stop making crude comments and her best friend was a Benedict Arnold for laughing right along with everyone else. They all thought she'd slept with Chuck on the plane and it galled her. For one, because she was not a mile high type of girl and for two because they'd interrupted her before she could choose to become one… or not. Chuck wasn't doing much to help the situation either. He was ignoring Georgina quite blatantly and every once and a while she'd catch him staring at her. Of all the times for him to take a serious interest (and be blatant about it!) this was not the time. Her complexion was never going to recover from this embarrassment.

"Are we sharing a room or do you have a different bunking plan?" Serena was grinning from ear to ear.

"You look like a jackass," Blair snapped at her. Serena's smile immediately fell. She grabbed Blair's arm and pulled her away from the others who were all getting refreshments from the fully stocked bar.

"Are you okay, Blair?" Serena was all concern and care then and Blair's cool façade crumbled a little. "I didn't want to ask you about it on the plane because everyone was around… You are okay, right?"

"I'm fine," Blair promised. "I didn't have sex with him, Serena." She had to make sure Serena knew that. She wasn't sure why it was so important Serena knew that but it was.

"Of course, you didn't." Serena's reaction surprised Blair.

"Would it be so shocking if I had?" Blair felt anger stirring inside of her again. Anyone else and Serena would have assumed something had happened, but not Blair. Never Blair. It was really beginning to piss her off that even her best friend thought she was a total priss.

"Yes." Serena answered immediately. "Yes, and I would have killed Chuck for even trying it." Serena was working herself up into a lather so Blair didn't even bother interjecting. Sometimes Blair wondered why Serena had such a hate on for Chuck but then she was afraid to ask. What if Serena knew something about him that was too awful to even repeat? Blair knew Chuck well enough to realize that was possible.

"Well, nothing happened," Blair lied. She wasn't going to get into the logistics with Serena especially when she still felt so raw about the entire encounter. "We just talked."

Serena nodded. "I figured. Did you ream him out for bringing, Georgina?" Serena glanced at the red head across the room and fake smiled in her direction. "Georgie used to be fun but she's gotten so crazy lately. She's going fatal attraction on Chuck, for sure."

Blair grimaced. That much was easy to figure out. Georgina was still right at Chuck's elbow begging for a scrap of attention. It made Blair nauseous to watch. "I don't care a thing about Georgina." Blair was turning into a Pinocchio that afternoon. Every word out of her mouth was a lie.

"Sure." Serena laughed at that blatant falsehood and pulled Blair over to the bar with her. "Did you fix my drink kind sir?" She batted her eyelashes over dramatically in Nate's direction and he passed her a bright red concoction.

"That looks disgusting, Serena." Georgina turned her nose up at the drink and tried to cuddle in closer to Chuck. He allowed her to and Blair looked away before anyone could see the disappointment register on her face.

"Natey and I created it on the plane. It's quite tasty but you'll not be getting one." Serena flashed another perfect smile in Georgina's direction but there was ice behind it and everyone noticed. Georgina even noticed and she seemed a little bothered by Serena's cool attitude. Blair liked it though. She needed someone on her team.

"Everyone is so tense. I have the perfect cure all for that." Carter leered at the girls. Georgina smiled back at him and Serena blew him a kiss. Blair ignored him. She couldn't deal with his lewd behavior on top of Georgina's slimy hands all over Chuck. "Waldorf? Four's company I assure you."

"Only in your dreams, Carter." She walked away from their little gathering before the sight of Chuck and Georgina could literally make her heave. She headed into the nearest bedroom and climbed onto the bed. She decided this would be hers and the first order of business would be letting Georgina know she was not invited in, ever.

A few minutes later, the bed depressed beside Blair and she turned over to see who had joined her. She wasn't surprised to see it was Chuck. She also wasn't entirely comfortable being in a bed with him again. At least the door was open. Carter couldn't start cracking his jokes this time.

"This is my room," Blair told him just to break the silence. "You and Georgina aren't welcome," she added petulantly. She didn't care that her jealousy was showing or that she sounded like a child. She was feeling vulnerable and annoyed. Someone had to answer for that.

He let out an audible sigh and she watched as different emotions slid across his face. This all happened lightning fast. He went from irritation, to regret, and finally into his usual shell of indifference. He didn't even bother to respond.

"Go away, Chuck." She flipped over so she was on her back and didn't have to look at his face anymore. She needed to figure things out before they had a serious conversation about the plane. She still couldn't believe she'd brazened it out and went into that room to begin with. It was so not a Blair Waldorf move.

"Georgina will have her own room." He finally spoke to her. She didn't look at him but she did feel a bit better. "Do we need to…?" He hesitated and she finally turned over to greet his gaze again. "Talk?" He finally managed to get out. She could tell it was the last thing in the world he wanted to do. For once, they were on the same page.

"I'd rather we didn't," she admitted.

He was surprised. "Really? I thought that would be mandatory." He cracked a little smile and she smiled back at him. Things were different between them now. There was no denying that. Something had shifted within their relationship, perhaps the power because Blair felt like she had more of it now. She certainly commanded his attention in a way she hadn't previously.

She opened her mouth to say something but hesitated. She was scared to even broach the subject with him. She was scared to even think about it until she was alone and could sort it all out in her head. She'd almost had sex with him. She had wanted to have sex with him. That frightened her. All her perfectly planned dreams of romance had gone out of the window so quickly and all because of him.

"Just say it." He demanded impatiently. His eyes were darker than usual and he was moving closer and closer to her on the bed.

"I don't want it to be weird between us…" She knew it was such a cliché thing to say but it was truthful. She'd grown accustomed to him being in her life. She liked him there. It almost felt like he belonged at this point. No matter what happened she didn't want to lose that. She couldn't lose that.

He laughed under his breath but didn't respond for a few minutes. Blair had almost given up hope that he would when he spoke. "People always say that. They always say nothing will change, everything will stay the same… they lie, Blair. Things always change. Sometimes for the good, sometimes not. I don't want to lie to you."

Blair nodded but couldn't respond at first. She appreciated his honesty but would have preferred a little padding on it, a kind word or two about their friendship. Chuck wasn't good with the gooey emotional stuff though and she had to accept that.

"I guess… thank you." She managed to get out.

Chuck quickly flipped over beside her, and laid his arm across her waist. Their faces were inches apart and his eyes were glued to hers. Her breath hitched and her heart started dancing again. It was never good when he got this close, all rational thoughts left her brain quickly.

"I don't ever want to hurt you." His words were filled with a passion she'd never heard from him before. His eyes were so intense it felt painful to look into them. She wasn't sure where this was coming from or even what he really meant.

"Okay," she accepted. He stared down at her for a few more minutes before he moved in and quickly kissed her lips. Before she could even kiss him back he was up and off the bed. "Chuck?" She called after him, totally confused.

"I'm going for a swim," he answered her without turning around. She watched him disappear around the corner and finally let out a long breath. He had a way of keeping her spinning. The smart part of her realized this wasn't a good thing; the other part of her, her stupid, ridiculous heart was jumping around in her chest like she'd just won the lottery. Her heart always won.

The day turned into night and instead of going out on the town Carter decided they should have their own private party at the villa. That meant booze, drugs and women. Blair wasn't exactly thrilled about any of those three things but she pasted on her best smile and agreed to go into town with Nate and Serena to pick up all the alcohol. Carter was getting the women and Chuck was in charge of the drugs. Georgina tagged along with him and Blair tried not to chase after the venomous bitch and drag her back. Chuck spending time with Georgina did not please her. Not at all.

"Okay," Serena pulled Blair aside while Nate paid for the alcohol they'd just purchased. "You have been pouting all afternoon. Are you going to tell me what's wrong or am I going to have to bug you until you do?" Serena stood back, hand on hip, fierce look on her face and Blair knew she'd lost.

"Georgina Sparks is my problem." Blair ground out the name through her teeth. "She's a leech."

Serena nodded. "True enough. But then you've always known this. Your problem isn't Georgina, Blair." Serena told her with an irritating all knowing look. "Chuck is your problem. Your feelings for Chuck are your problem."

"I don't have feelings for, Chuck," Blair snapped. Serena had the audacity to laugh out loud at this and Blair glared in return. "Bitch," she mumbled under her breath.

Serena just smiled. "Liar."

Nate saved the day by coming over then. "All taken care of. They're going to deliver it to the villa for us. I don't even know what half the shit Carter ordered is. I would suggest staying away from anything that's a funny color." Nate advised the girls. Serena just giggled and shook her head. She'd be hitting every kind of juice she could get her hands on. Blair was sticking to the safe stuff. God only knew what she'd be like on the mind-altering crap Carter ordered.

"Let's be touristy." Serena clapped her hands together and put on her best begging face. "We're not due back at the villa for a while and it would be fun to check everything out." Blair was about to deny her just to piss Serena off but Serena kept going. "Besides, Georgina might be back and you don't want to be trapped with her do you, B?"

Blair sighed. "Fine. Let's be tourists."

"Sounds good," Nate agreed easily.

The three of them spent the waning hours of the afternoon checking out the small seaside village they were staying in. Serena dragged them into every café, bar and shop she could find and Blair begrudgingly obliged her. The town was beautiful and quaint and despite herself Blair fell in love with it. Nate and Serena ran around like little kids garnering some interested and exasperated looks from the locals. Blair pretended not to even know them a few times. Still, they managed to keep her mind off of Chuck and Georgina and what the two of them were doing with their afternoon.

They'd just sat down at a little seaside café when Nate's phone went off. He stepped aside to answer it as Blair and Serena ordered drinks and found a table.

"So, our conversation…" Serena jumped right in.

"You're so annoying." Blair returned casually. Serena just shrugged. She knew this and she didn't care. A small smile spread across Blair's face. Serena could drive her crazy but without her Blair thought she might truly end up insane.

"Blair…"

"I don't want to talk about this, Serena. We're on vacation. Let's enjoy." Blair grabbed for the breadbasket and stuffed a huge piece into her mouth. Her nerves were shooting around inside of her, and she couldn't stop her foot from tapping against the ground. Chuck was invading her mind again and it was all Serena's fault.

Serena opened her mouth to respond but Nate was just in time. He slid into the seat across from them and grabbed for a piece of bread.

"Who was that?" Blair tried to sound casual but failed miserably.

"Chuck. He's going to come meet us." Nate continued to stuff his face with bread as Blair and Serena shared a look. Blair was dying to ask him if Chuck was coming alone but she just couldn't. Nate might give her that pitying look he sometimes got and that would make her throw up.

"Please tell me he's not bringing Georgie?" Serena asked for her. "I'm not in the mood for her crazy. Today has been too perfect." Serena squeezed Blair's hand underneath the table and Blair squeezed back in appreciation.

"No, Chuck dumped her off on Carter." Nate answered and then called for the server to order a feast for all of them. Blair sighed in relief and Serena smiled. Their perfect afternoon was kept intact.

Chuck arrived twenty minutes later, alone. Blair couldn't stop herself from smiling at him when he sat down beside her and he smirked back. That should have annoyed her but the wine Nate had ordered was already going to her head and the view in front of her was too amazing to feel anything other than complete peace. She wanted to capture this moment and keep it forever. Three of her favorite people, a beautiful setting, good food, good conversation. She felt relaxed for the first time in a very long time. She wanted for nothing.

"Enjoying yourself?" Chuck leaned in and whispered in her ear. Nate and Serena were huddled together sharing dessert and Blair was smiling at them in amusement.

"I am," she agreed. She turned so they were eye to eye and leaned in until there were only inches between them. It had to be the wine that was making her feel so brave. Everything about him that usually scared her to death was pulling her closer.

He leaned through the finale space until their foreheads were touching. It was such a childlike embrace she almost giggled. Chuck was all about wild sex and partying but not in that moment. There was something so sweet and vulnerable in him then. It thrilled her that he was sharing it with her.

"What are you thinking?" She blurted out. She cringed the second she realized that had actually come out. As close as she and Chuck were he still hated opening himself up. She expected his face to shut down. She expected him to pull back and put back the wall that was always so comfortable for him. He did neither.

"I'm thinking this is nice… easy." A hint of a smile crept across his lips. Blair's heart fluttered at the sight. "What are you thinking?" He returned.

Anxiety rushed in for a moment before she brushed it aside. Turn about was fair play after all. "I'm thinking that I like you like this," she admitted shyly and looked away from him again. She glanced at Nate and Serena to see if they were watching but thankfully they were shoving food into each other's mouths and laughing like jackasses. Typical behavior for them.

"Hey." His voice got all low and whispery and Blair couldn't stop herself from looking at him again. He was watching her with that dark, broody look she was becoming used to. "How am I like?"

"Nice." Blair bit her lip and tried not to laugh at the confused look on his face. "Sweet," she continued to tease him.

"I'm always nice to you, and I am NEVER sweet." He sounded downright indignant, and a soft giggle slipped past her lips at his expense. Nate and Serena look up from their dessert, but whatever they saw made them turn right back to it. Blair appreciated that.

"You're sometimes sweet." She goaded him, recklessly ignoring the look that was simmering in his eyes. "Like right now, you're being… you're just different sometimes."

Chuck watched her intently, clearly confused by what she was saying. Finally, he decided to brush it off, and sat back against his chair. He pulled out a cigarette, and lit it up as he motioned to a waiter to bring them all more wine.

Serena protested at that. "No, no, no. We've wasted enough time being gluttons. We're going to go be tourists again." Nate nodded in agreement, and Serena turned to Blair in askance. "Are you coming?"

Blair looked at Chuck, and whatever she found in his expression made her decide to stay. She shook her head no, and Serena surprisingly didn't fight her on it. A few minutes later Nate and Serena were off on an adventure of their own, and Chuck and Blair were once again left alone together. Silence stretched between them, but Blair didn't feel the need to interrupt it. She sipped on her wine, and snuck the occasional glance in Chuck's direction. He spent most of the time just staring out at the water, and smoking cigarette after cigarette. She could tell he was on edge. The earlier peace between them had devolved into something else. Blair wasn't sure why that had happened, nor did she know how to fix it.

"I don't mean to be an asshole." His words felt like a shock to her system. She put her wine glass down, and turned to face him. Her expression said 'yeah right', and he laughed in return. "Let me amend that. I don't mean to be an asshole to you."

Blair nodded. She could accept that for the most part. She didn't think he ever went out of his way to hurt or offend her. The problem was that Chuck didn't really think about how his actions affected her at all. He had to be just as aware of what was between them as she was, yet he constantly paraded Georgina, and all his other whores in front of Blair. She sometimes wondered if this was some form of silent punishment he was subjecting her to. If it was she really wished he would tell her what she'd done wrong.

"You can be though," she returned. It wasn't easy to get out. She didn't want to be one more person laying a heap of guilt at his feet. Bart had already buried Chuck in enough to last him a lifetime. "Just because you don't mean it…" She stopped herself. They were treading into dangerous territory, and Blair was terrified of saying too much. The idea of laying herself completely bare before him, all cards on the table, made her nauseous.

"Finish the thought, Blair." There was steel in his voice – a hint of anger he couldn't hide. Blair withdrew from him further, and grabbed for her wine glass. "You always do this." He sighed in frustration, and lit up another cigarette. He was chain-smoking them at a rapid rate. His nerves were as frayed as Blair's.

"I always do what?" She snapped back. She didn't smoke but she dearly wanted to snatch that cigarette from him, and take a few puffs. It was needed.

"You lose your nerve. I wish you'd just say what you want. Consequences be damned." He motioned for the waiter to refill their wine glasses.

Blair just stared at him open mouthed. He could not be serious. She was the mysterious one? The thought was so ludicrous to her that she wanted to shake him, hit him, and throw him into the water just to wake him up. She knew she wasn't the most emotionally available person, but compared to him she was an open book.

"First, I can't believe you just said that to me. You, Chuck Bass… It's like a joke." She drank her wine quickly, and replaced the empty glass on the table. "Getting something out of you is like pulling teeth. It's like it's physically painful for you to be honest with me. So, don't sit there, and tell me I'm a coward. I'm not. I'm just careful." She looked away from him, so furious that if she didn't she would say something she regretted.

"Careful?" He said it in a mocking way, and her ire rose. "Why do you have to be careful?"

She noticed that he didn't dispute her claims about his behavior. At least she had that.

"I have to be careful with you. Being your friend-" She stopped herself there, because she knew friend wasn't the correct word. "Being anything with you," she continued exasperated, "is like walking through a mine zone blind. There are so many traps to fall into. I can't care too much. I can't ask too many questions. I can never, never, question your motivations for things, because God knows that is just a bottomless pit of nothing. You're exhausting, Chuck."

Blair knew she'd said too much, and maybe not enough. All the same she couldn't continue their conversation. She quickly grabbed her purse, and jacket, and walked off down the sidewalk towards the water. She needed a break from him.

Chuck caught up with her a few minutes later when she stopped at the railing overlooking the water. He slid in beside her, and pulled another cigarette out. She wanted to snap at him to stop smoking, but she knew that was the wrong move. If they had any hope of stopping this argument before it got too far, she had to hold herself back now. She'd already poked and prodded at Chuck far more than she ever had before. She knew at some point he was going to explode, and she was terrified to see what would come out of his mouth when he did. All she knew was that the repercussions could be devastating for her heart.

"If I'm so awful, why do you want to be around me?" His question held no venom. He seemed truly curious, even a little sad, and Blair's walls crashed down again. Hurting him was the very last thing she had wanted to do. She'd seen enough of the emotional abuse he took from Bart to know that he couldn't take much more from her or anyone else.

Blair shook her head, trying to clear it, and force the words that needed to be said out of her mouth. She couldn't give him the full truth. She couldn't tell him that she loved him, that she had to be around him. If she did he would run. She knew that, felt it in her bones. He wasn't ready to accept her love, and if she pushed it on him there would be dire consequences for them both.

"You know why," was all she could manage to say.

Chuck stubbed out his cigarette, and turned to her. She made herself turn and face him as well. Every part of her was buzzing with a nervous energy, a fear and exhilaration that she'd only ever felt with him. He reached out and brushed a wayward strand of hair behind her ear. She closed her eyes at the gesture, unable to look into his eyes any longer. She found such angst and confusion in them that all she wanted to do was hold him, and promise everything would be alright. Chuck would not accept that type of comfort though. It would feel like an intrusion to him.

"I'm glad that you care. I…" He took in a deep breath, and turned away from her again. He reached for another cigarette, but she held her hand over his to stop him. He didn't fight her, and slid the cigarettes away again. "I need you." The confession was ripped from somewhere deep inside of him, and she heard the pure anxiety in his voice when he finally released it.

It felt like a victory for Blair. After all the pieces of herself that she had willingly and unwillingly handed over to him, she was finally getting something in return. Need wasn't love. She wasn't delusional enough to confuse them, but in Chuck's world need might have been more important. She moved in closer to him and linked her shaky hand with his own. He laced their fingers together, and for a few minutes they just stood there looking out at the water together. Blair wasn't really seeing the water, or the beautiful scenery surrounding it though. All she could see was Chuck. Always, Chuck.

"Chuck…" She wasn't sure what she wanted to say to him, but she knew she had to say something. The silence between them wasn't peaceful. It was still ripe with a million unsaid things.

He smiled a rueful smile. "You're doing it again…" Blair laughed to herself. He was right. "Chuck… finish the thought, Blair." There was a bit of teasing in his voice, but behind that lurked something very serious. The power of his desperation was a heady feeling, but it also scared the hell out of her. She could really hurt him, and that was both amazing and awful.

"I'm glad that you need me – I mean…" She stopped, and took a deep breath. This shouldn't have been as hard as it was, but to Blair it felt like she was jumping off a very high cliff for him. "Being around you – with you… it scares me. I wish that it didn't. I wish that I could be more like you, and say damn the consequences, but that isn't me. You scare me." She repeated, hoping he could find some way to understand what she was trying to say.

He laughed, a soft warm sound.

"You think that's funny?" She stared back at him confused. She was trying to rip herself open for him, and he was laughing.

He nodded. "You terrify me." His voice was barely above a whisper, and his words floated away with the wind as quickly as they'd been spoken. Blair heard him though, and it shocked her.

"Why?" She squeaked, barely able to contain her astonished reaction.

Chuck released her hand, and withdrew from her both physically and emotionally. It felt like a blow to the head when he did it, but Blair did her best to contain herself. She was like an addict where Chuck was concerned. She just needed one more hit… then it was never enough.

"I hate these conversations. I hate this back and forth that we keep doing." He turned to Blair, something new and frightening blazing in his eyes. "I don't play games."

Blair shook her head. She couldn't let him get away with that. "You're the master at playing games, Chuck."

He gritted his teeth, and glanced between her and the water, before finally nodding. "Fair enough. I'm not playing games with you." Blair huffed at this. She couldn't help herself. "I'm not," he responded with pure conviction. He believed every word he was saying.

"Then what is all of this? Huh? You act like you want to be around me. You invite me to basically everywhere you go, and you give me Hell when I don't come. You tell me that you need me, and you make me believe it…" Her voice cracked, and tears stung at her eyes. If she cried in front of him she would die. She steeled herself back up, and forged on. "And then you bring Georgina Sparks on this trip, and basically suck her face off right in front of me, and then you…" Blair couldn't finish. She didn't want to think about their rendezvous on the airplane right now.

"Then I what?" His response was quiet, almost pleading.

"I don't know what you want from me," she admitted. It felt like defeat, and it was a bitter taste in her mouth. She couldn't live like this any longer though. She couldn't tip toe around what she felt for him, and she was so sick of guessing at what he felt for her. "You can't kiss me, and touch me… You can't do that, and then expect everything to just be fine."

Chuck closed his eyes, but she didn't miss the deep regret hiding in them before he did.

"That shouldn't have happened." Blair scoffed, but said nothing. If he started going on and on about it being a mistake she was really going to push him into the ocean. "Blair, please look at me." He'd lost his trademark self-assurance, and that jolted Blair more than anything previously had.

"You're going to break my heart." It was a soft murmur that slipped out before she could even stop herself. Cold hard fact. She saw it all before her as she looked at him. She'd been avoiding this truth since the moment she'd met him, but in that moment it was standing there like a living, breathing thing, screaming in her face. Everything people had warned her about was a reality. He was going to break her. Maybe, he already had.

He bowed his head, but she didn't look away from him. She couldn't. He surprised her when he started speaking. She thought for sure they were done then.

"I don't know why I do some of the things I do… Sometimes it's just easier to be what everyone expects – what I expect than…" He looked up and finally met her eyes again. There was something so imploring in his, so desperate, that it sucked all of the air out of her lungs. "I shouldn't have brought Georgina. I knew it when she asked me if she could come, and I did it anyway. I shouldn't have let what happened between us happen. I knew that, and I didn't care. I can't… I don't always think around you, Blair."

"There you go being all cryptic again." She snapped at him furiously. He'd pushed her beyond her limits for the day. She had to get away from him. He opened his mouth to respond, but she shook her head. "I can't do this anymore." She started to walk away, but he reached out grabbing her hand, and pulling her back in.

"I don't want Georgina. I never have. She's just another way to bury all the shit I can't handle thinking about. You're not like that for me. You're different, and that scares me, and it makes me do all kinds of shit I shouldn't do. I shouldn't even be saying this to you, because you're right… I'll break your heart, Blair." His admission landed with a heavy thud upon them both, and before she could even think up a response he dropped her hand, and walked away from her.

She didn't follow him.


	15. Stripped

**AN: Wow, the feedback has been absolutely amazing for this story. I intend to regularly update this during the holiday season, so I promise this is the first of many. I wanted to write a huge author's note delving into my thoughts on the Blair and Chuck I've been writing, but holiday festivities have kept me super busy. I'm planning to write something up soon, because I really wanted to respond to some of the wonderfully insightful things you guys have been posting to me. I truly do appreciate every review. Happy Holidays! Check back for a Christmas gift on the 25****th****. ;)**

**Fake Empire**

Chapter Thirteen.

_Let me see you_

_Stripped down to the bone_

_Let me see you_

_Crying just for me.  
_

Blair grabbed a bottle of wine from the table, and slipped through the party until she was on the back deck. It was somewhat quieter out there, and more importantly Chuck Bass was nowhere in sight. She'd been avoiding them since their heart grinding conversation earlier in the day, and he hadn't been seeking her out either. She knew he'd eventually come back to the villa, because she'd heard he and Carter snapping at each other in the kitchen. A door had been slammed, and later when she'd casually brought it up to Carter he'd frowned but offered no further information. She shouldn't have cared. She didn't even want to care, but damnit she did care. Chuck made her care, and she was really starting to hate him for that.

"Blairbear!" Serena hopped up from her place in Nate's lap, and barreled towards Blair. Blair planted her feet, and opened her arms knowing this was inevitable. A drunk Serena was a very affectionate Serena, and as far as Blair could tell Serena was the sole reason for the Ouzo shortage in the villa. "You look hot." She whispered in Blair's ear, before placing a sloppy kiss against her cheek.

Carter catcalled from behind them, and Serena and Blair both pulled back to look at him. Blair glared, and Serena grinned.

"Continue. I definitely didn't want to interrupt that." He looked so lecherous, but Blair could barely find the energy to be indignant. She felt so emotionally drained. She and Chuck had both said too much, and now she didn't know where they went – where she went. She wasn't sure if she and Chuck as friends or anything else had anywhere else to go.

"Sorry to disabuse you of your fantasies, but…" Blair shrugged, helped Serena back over to Nate, and headed off towards the beach. She was not in a festive mood, and she feared that drunk or not Serena would start to notice that. She couldn't deal with anymore spill your guts sessions that day.

Blair kicked at the sand with her feet, and walked far enough down the beach that she could no longer hear the loud music blasting from the villa. She needed solitude, a moment to breathe, a moment to put herself back together. The waves crashed against the sand in front of her, inching closer and closer as the tide came in. She didn't move though. She couldn't move. The water began to tickle her feet, and eventually the sand underneath her became damp as well. She still stayed.

Sometime later, she heard footsteps behind her, and when she turned she found Dan coming to sit beside her. She cringed. She'd been fortunate enough to avoid him since they'd arrived, and she'd hoped to continue doing that. She wasn't sure what made her feel so uncomfortable around Dan, but it was always there. Sometimes she felt like he was trying to size her up, see through her or something. That bothered her. Dan writing about trivial little outings was one thing, but if he thought for a second he was going to delve into her psyche, he was sadly mistaken. They were not friends. They would never be friends.

"Keep moving, Humphrey," she told him bluntly. He sat down anyway, and she sighed in frustration. She'd come out there for peace, and he was robbing her of that. "Go away," she snapped. There was more venom in her voice than she'd meant for there to be, but Dan still didn't budge.

"Free beach." He shrugged like it was as easy as that.

"Why would you want to sit out here with me? You don't like me, Dan." She pointed out needlessly. He'd been mildly cool once or twice, but beyond that, they had nothing in common. He would never understand her, because he could never understand the world she grew up in. He might have had money now, but he came from a mom and pop simple family before his dad became an emo rock star, and his mother's paintings took on some cache. Blair wasn't a snob. She was realistic.

"What gave you that idea?" He sent her a cheeky smile, and she rolled her eyes in return. She wasn't in the mood to banter. "You seemed sad, Blair… I guess I just wanted to make sure you hadn't sacrificed yourself to the sea Gods or something." He shrugged, a bit embarrassed by the admission.

"Why would I do that?" She really hoped her feelings weren't so obvious that Dan freaking Humphrey was noticing them. That would really be unfortunate, and unforgivably embarrassing.

"I don't know. Forget I mentioned it." Dan began to stand up, and leave, but Blair stopped him.

"You don't have to go…" Her tone was begrudging, but she realized she didn't want to be alone right then. She didn't want to talk either. She just needed something in between. Humphrey wasn't her first choice, but he wasn't exactly her last either. "You could stay," she said a little quieter.

He settled back into the sand beside her, and grimaced. "My pants are wet."

Blair laughed. It wasn't that his comment was that amusing, but it was the way he said it. It was like Dan's biggest trouble in life was soggy jeans. Blair wished that was her main worry. Hell, right about now she'd give anything to be bitching about fashion malfunctions instead of moping over a cracked heart.

Cracked not broken. She would not be broken.

"So, seriously… Why are you out here, Blair?" Dan turned to her like he expected an answer.

"I prefer it when you don't talk." She smiled at him sweetly, and turned back to the crashing waves. They were receding from her again, and some insane voice in her head egged her on to chase them. Be free… She stood up then, ignoring all the rational reasons why this was a crazy idea, and began to strip out of her dress. Dan sat there gawking with his mouth open.

"What are you doing?" He sputtered. Blair wanted to ask what freaked him out more, the fact that she was really giving herself over to the sea or that she was standing in her underwear. Her underwear was classy but modest, nothing a bathing suit wouldn't put on display but Dan acted like an offended burden.

"I'm going swimming. Wow, you really are slow aren't you, Humphrey?" She smirked at him before rushing into the water, and not stopping until she felt the waves crashing solidly against her body.

The water was warm, and slid against her skin in a tantalizing way. The salt filled her senses, and she turned herself over on her back floating away. She was jerked out of her reverie by Dan's hand wrapping around her ankle and jerking her towards him. She let out a tiny squeak in surprise, before she recovered, and smacked his hand away.

"What do you think you're doing?" She demanded, completely annoyed by his intrusion. For a few minutes, she'd really been free of all the crap that always seemed to weigh her down. "I didn't invite you in with me."

"You're completely insane. Do you know that?" He yelled at her. She could tell he was angry, but beyond that, he seemed truly concerned, and some of her irritation washed away. She supposed she seemed like a complete mental patient to him. "You could drown or something."

Blair laughed. "What are you afraid a shark's going to come and get me?" The thought seemed so ludicrous. Blair Waldorf felled by a shark off the coast of Greece. Her mother would have a conniption.

"YES!" His voice was getting higher and higher. Come to think of it, he was kind of reminding her of Eleanor right then, and that thought made her laugh even more. "You're psychotic. No wonder you and Bass are such a matched pair."

Dan's words were like a cold slap in the face to Blair, and she stopped laughing immediately. All warm thoughts she'd had of him vanished, and she began towards the shore. He was right behind her, and when they finally made it onto the sand, she turned around and shoved him hard in the chest.

"You don't get to talk to me about Chuck. You don't get to yell at me about anything I do. Ever. Do you understand me, Humphrey? You may amuse Chuck and the others, but you do not amuse me. You bug me. Take your concern and shove it." Her fury was boiling over, and she had the urge to do violence to Dan Humphrey. The rational part of her knew that this really had nothing to do with him. Her anger was reserved for someone else, but Dan was there, and he was the perfect target. "Nod your head if you understand me." She demanded meanly.

Dan just stared at her. Shock gave way to understanding, and she hated him even more for that. "I warned you about, Chuck."

Blair let out a bitter little sound, and turned away from him to gather her clothes. She'd just found her dress when she heard footsteps again. She looked up to find Carter and Chuck walking down the beach towards she and Dan. Chuck's face was blank, but she knew what he had to be thinking. Half-naked Blair, half-naked Dan… she hated her life.

"Now, this I did not expect." Carter was the first one to speak, and there was amusement in his voice. He glanced between Blair and Dan and back again.

Blair yanked her dress over her head, and tried to ignore the uncomfortable feeling of the fabric sticking to her skin. Here she was right in the middle of her very own nightmare, and she had no idea what to say or how to get herself out of it.

"I'm not in the mood, Carter." She told him tiredly, and leaned down to find her shawl.

"Seems like you're in just the right move." Carter raised his eyebrows, and turned to Dan. "I have to give you props, Humphrey… going where no man has before. Very admirable." Carter was getting way too much pleasure out of this, and Chuck wasn't saying a thing.

"It wasn't like that." Dan made a feeble attempt at explaining, but one look at Chuck had him gathering his clothes, and heading back the way he came.

"I guess he couldn't stand the heat." Carter laughed again, but neither Chuck nor Blair joined in. He looked between them, finally understanding that this situation was not as amusing as he'd first believed. "I'm going to go find Georgina, because God knows that's what I really want to be doing right now…" Carter looked between them one more time, before patting Chuck on the back, and heading back in.

"I didn't fuck, Dan." Blair said as soon as Carter was gone. She was sick of speaking in riddles with Chuck. She was sick of all of this, and she was not going to have another chat with him. She was going to steal some Ouzo from Serena, and get on with her life.

"I know." He said nothing more, and Blair just shook her head at him. He couldn't even give her an inch. She finally found her shawl, and bundled it up in her arms before trying to walk away from him. "Blair-" He grabbed her arm, and held her in place. She didn't try to move away, but she was growing impatient. "What were you and Humphrey doing?"

Blair didn't miss the hint of jealousy in his voice, but he was doing his best to hide it. "Does it even really matter to you, Chuck?" He looked away from her and didn't respond. She yanked her arm away. "I didn't think so," she whispered in return.

She began the trek back down the beach, and was unsurprised to see him come up beside her. He didn't talk, and neither did she. The house was becoming clearer in the distance, and Blair's stomach cramped with anxiety. She'd kill Carter if he started spreading rumors about her and Dan Humphrey. There was only so much a girl could take.

Chuck stopped suddenly, and reached out for her hand stopping her as well. She turned back towards him expectantly, and before she could ask what in the Hell he was doing he pulled her in close to him. Her body felt damp and sticky as it slid against his, but the friction felt good. He rested his arms across the small of her back, and anchored her close to him. She felt his fingers dancing along her wet skin through her dress, and she tried desperately not to enjoy it. This was what Chuck did. He teased.

"What are you doing?" She whispered, and finally chanced a glance up to meet his eyes. They were black as the ocean had been as he stared down at her. She expected to find the regret and confusion that usually resided there, but they were clear that night. "Chuck…"

His name got lost as he leaned down, and pressed his lips softly against hers. His kiss was reverent not demanding, and she reveled in the tender contact. Slowly he began applying more pressure, and she could feel both of their hearts begin thumping louder and louder. His lips slid against hers, and soon his tongue gently thrust into her mouth. At first, it remained the same quiet, calm kiss that it had started out as, but neither of them was satisfied with that for long. Blair pushed herself up on her tiptoes and linked her arms behind his neck to leverage herself even closer. She gripped his hair to pull him tighter against her, and he groaned opening his mouth for as more passionate exploration.

Blair did not protest, in fact she egged him on in every way possible. She slid her body against his being sure to make him ache in the same ways she did. And he was aching. She could feel it, and she loved it. His hands drifted up and down her back bunching up her wet dress as he went. Blair's entire body felt like a live wire. Everywhere he touched singed. Chuck pulled back after an especially devouring kiss, and Blair mewled in protest.

"Turn around," he whispered. She quickly did what he asked, and then his mouth was against her neck, and his hands were pushing the straps of her dress down her shoulders. She tried to pull away to aid him with her dress, and he nipped at her neck in protest.

"Unzip me," she managed to get out. She was barely able to quell the moan that was just dying to break free. He did as she said, and released her long enough to pull the zipper down on her dress, before his mouth reattached to her neck. He moved down her neck slowly, taking turns kissing her softly, and biting her until she knew he'd leave a mark. She wondered if that was the entire point, and she thrilled at the thought. At the moment, she didn't care who knew about them. In fact, she wanted everyone to know.

She had him.

She shimmied out of the dress. The soft swish as it hit the sand sounded so forbidden to her, and she turned around in his arms to claim his mouth again. He kissed her with no reserve, and she began in on the buttons of his shirt. Her hands began to shake, a product of both fear and excitement. She stumbled over a few buttons, and he pulled away from her so he could help her. His hands fitted over hers, and together they slowly slid the buttons through the holes. Their eyes remained locked on each other the entire time.

"I'm scared," she whispered. She regretted the confession, but she couldn't take it back. She tried to look away from him, but he reached out and guided her chin back so she had to face him. His eyes were so familiar, but so foreign at the same time. She was too scared to look too deeply in them.

"Tell me to stop, Blair." It was a desperate plea. She shook her head. She couldn't do it. She wanted him. She had always wanted him. She'd been fooling herself when she'd thought she could control this in any way. If he wanted her, he had her. The truly scary part to her was that he did want her. She could finally see it as he stood there before her. He still didn't want to want her, that hadn't changed, but he could no longer fight himself.

"I can't."

They stayed locked in a silent war, all their movements stopped. Her hand was resting against his chest. His skin felt so hot against her palm, and she could feel his heart beating beneath. He was real. He was right there in front of her. He was hers. She moved in close to him again, and pushed his shirt off of his shoulders. She rested both of her palms against his chest, and leaned her forehead down against his shoulder. She slowly ran her mouth along his collarbone, and up his neck, sucking on the sensitive flesh along the way. She could feel his body vibrating against hers, so much unleashed power just dying to get out. He was letting her run the show though.

One of her hands drifted down his chest, along his hard stomach, until she met the top of his pants. She slid her fingers just inside the top, and pulled herself closer to him. He brought his arms around her, and latched them around her waist. Her breasts felt crushed against his chest, and she desperately wanted to be free of her bra, but she was terrified of making the next move. She needed him to guide her the rest of the way. Anxiety began to sneak in, and she thought of everything she could do wrong. Before her thoughts could swerve out of control, she felt his hands move down and lever beneath her thighs. He was lifting her up, and she locked her legs around his waist without further thought. This new position was even more terrifying because she could feel exactly what she was doing to him. He wanted her. He didn't seem to care that she had absolutely no clue as to what she was doing. He still wanted her. That was thrilling.

He was mauling her mouth once again, and she finally moaned in desperation. She wanted more of him. All of him. He moved from her mouth down her neck, and then forced her far enough away from him so he could pay attention to her breasts. Their position wasn't advantageous for much exploration though, and he groaned in dismay. He slid her down his body quickly, and then kneeled in front of her. She kneeled down as well, and their mouths were once again fused together. He dropped his mouth down to her chest, and sucked one nipple through her bra making her reach for his hair again and yank as hard as she could. She was quickly losing all rational thought… Chuck. Chuck. Chuck.

Chuck was in the middle of unclasping her bra finally when they both heard the distinct sounds of people drawing near. He pulled back quickly, and grabbed his shirt to wrap around her while she was still regaining her bearings. He buttoned her up, before grabbing her dress and bundling it up in his arms. Then he reached for her hand, and pulled her back towards the house. She wasn't sure what he was doing, but she didn't like this recent turn of events. She'd much preferred when they were on their way to being less dressed. She got the sickening feeling that he was backing out on her, and she wanted to punch him.

"Chuck." She jerked her hand away from him, and stubbornly planted her feet in the sand. She was not going back to that house. He turned around, and confusion was clear upon his face. "I'm not going back." She told him with a petulant frown.

It took him a minute to understand what she was saying, but when it sunk in, he began smiling. This pissed Blair off even further. She found nothing funny in this situation. He couldn't just play around with her like this. She wouldn't let him.

"Blair." His voice was consoling, as he stepped towards her again and wrapped his arms around her waist. "I'm all about being an exhibitionist, but I didn't think you were… Come inside with me. Come anywhere else with me," he pleaded.

"Oh." He brain finally began firing again, and she nodded. He took her hand, and pulled her back towards the house. She had horrible visions of their friends taunting them as they arrived, but Chuck was one-step ahead of her. He lead them around through a back gate, and besides a few passed out randoms Blair had never met they didn't run into anyone.

They made it to the side utility room, and Chuck tried to open the door. It was locked. He sighed in frustration, and Blair began to get antsy. He turned back to her, and stared at her contemplatively. He reached for her drawing her in quickly, and fusing their lips back together. Blair gave herself back over to him completely, and leveraged her body against his to get as close as possible. She'd just allowed herself to sink back into the pleasurable reverie she'd been in before when he pulled back from her again.

"It's locked." He motioned to the door. Blair said nothing. She could barely remember her own name. He brushed his hand against her cheek, a sweet gesture that turned her insides to pure jelly. This was Chuck Bass. She couldn't quite believe it. "We'll have to go past the others to get in," he explained.

His words finally dawned on her, and she pulled away from him quickly. She could not go back through by her friends. They would see her, and they would know. Serena might even be sober enough to try and convince Blair not to do this. Blair was mostly fearful that Serena would succeed, and she was so tired of being a coward and running from the things she truly wanted.

"I can't, Chuck." She didn't want to explain it to him, but there was no way she was going through there. She shook her head again, and he sighed in frustration. He clearly didn't care who saw him, but he didn't have nearly as much to lose as she did.

"Okay. Okay." He let out a long breath, and glanced around the pathway they were standing on. He grabbed a nearby rock from the ground, and turned to Blair. "Move back." Blair barely had time to question what in the Hell he was doing when he'd smashed the glass pane in by the door. He wrapped his hand in her dress, and then reached through, and unlocked the door. Blair watched him do all of this stunned.

He turned back to her, and smiled at the expression on her face. "Come on." He put his hand out to her, and she knew this was the do or die moment. She could balk and chicken out, or she could do exactly what she wanted to do and follow him.

She grabbed his hand.

Chuck linked their fingers together, and guided them through the back hallway of the villa that he'd locked off from the guests. He pulled out the key to his bedroom, and unlocked it. She followed him in, and cringed when he turned on the light. She could just imagine what a mess she looked. He slid the key onto his dresser, and immediately began unbuttoning his pants. She watched him in fascination and anxiety. She had no idea what she should be doing, and that light was really panicking her.

"Can we turn the light off?" She managed to get out.

He stopped what he was doing, and finally looked at her again. She was shrunk back against the door, clutching his shirt against her body. She imagined she looked like a terrified little child, and that made her cringe. He stopped unbuttoning his pants, and walked over to her slowly like you would a frightened animal. He was doing his best not to spook her, and that made her feel silly.

He stepped right in front of her, and reached out to cup her face between his hands. He waited until she looked up, and met his eyes to speak. "You're beautiful." He leaned his forehead down against hers, and with infinite tenderness he began placing soft kisses all along her face, over her eyelids, her cheeks, and even her nose. She laughed softly, and he pulled back to look at her again. "Blair, I…" She could see he wanted to say something to her. Maybe he wanted to say everything, but it got stuck inside of him.

She leaned up then, and kissed him. It was a benediction. Everything happened all at once then. The ache that had been on a slow burn for so long finally exploded between them. Chuck divested them both of their clothes, and guided her over to the bed with him. He lowered her onto it, his lips never leaving her own. It felt surreal being with him like this. For so long she'd fantasized about being with Chuck. What it would mean. When it would happen. How it would feel. This was nothing like any of her fantasies. He was so real, so solid in her arms, and she just wanted to hold him close to her forever. It didn't feel like she was losing anything to him in that moment, but rather she was gaining something. She felt free. She felt wild. She felt loved.

He hovered over her, and she knew this was it. His eyes bored into her own. There was so much there in his gaze. She couldn't even begin to figure any of it out. He linked her hands with his, and then she was there in the moment with him. The initial uncomfortable feeling faded quickly, and all clear thinking swept from her brain. She gripped him to her as tightly as she could, and reveled in the completeness of the moment. For so long she'd tried to tie him down. She'd wanted something substantial, something real, something she could hold onto, and lying in his arms she found that. She found that, and so much more. Part of her was terrified, but she pushed those feelings away.

He leaned down, and whispered something in her ear, but she was too far gone to understand anything he said. The sudden onslaught of pleasure that overtook her caused her to cry out, and she immediately tried to cover her own mouth. Chuck laughed, and pushed her hand away so he could kiss her again. Her last coherent thought as she drifted off in his arms was that this was perfection.

Victory.

Blair awoke the next morning to a feeling of contentment she'd seldom felt in her life. She stretched in the bed, and rolled over surprised to find Chuck gone. She glanced around the room, and it looked the same as it had the night before. Their clothes were strewn all about which made her smile. She couldn't believe she'd had sex. She really couldn't believe she'd had sex with Chuck Bass. The entire escapade made her feel giddy. From the beach to the broken window, to the look on his face when he told her she was beautiful. That had meant the most to her, because when he said it she really believed him.

Blair took a moment to absorb this new feeling before she slipped out of bed, and gathered her clothes. They were mostly dry so she decided to slip them back on, and sneak back to her own room. Chuck was probably already out there with their friends, and she didn't want to be conspicuous. Eventually she'd have to tell Serena all about this, but for now she wanted to keep it to herself.

She snuck back into her room quietly, and quickly changed into a sundress. She pulled her hair up, and applied just enough make up to look fresh. Her natural glow was doing the rest. She finished getting ready quickly so she could get out, and join the others. She knew she couldn't be obvious around Chuck, but she really wanted to see him again. She needed to see him again.

She found Serena in the kitchen frying up some eggs while Nate attempted to squeeze homemade orange juice. It was such a domestic scene that she had to laugh. They both looked up at the sound, and finally noticed her presence.

Nate smiled brightly at her, and walked around to guide her over to the oranges. "I'm so glad you're up. Now Serena can torture you instead of me." He sent Serena a playful wink, before heading out onto the back porch where Blair could hear Carter's voice.

"I can't believe you're making breakfast. I thought Chuck would have a personal chef on staff." Blair grabbed one of the oranges and did her best to use the machine Nate had left behind. She found she was nearly as inept as him, but she was too happy to care.

Serena nodded. "Oh he did, but she doesn't start until next week. We'll have to make do until then. I make a mean fried egg." Serena sprinkled various ingredients into the pan, and Blair knew she would not be sampling the cuisine. Serena didn't cook. Serena ordered room service. This had disaster written all over it.

"I'm sure it'll be great." Blair lied like a pro.

"What has you so giddy?" Serena had a super attuned radar. Blair was dying to spill all, but she knew now was not the time. Serena would make a big deal of it, and want to ask a million questions. They would have to have this conversation in a more private local.

"Nothing at all. Go back to your eggs." Blair demanded, but there was no heat in her tone. Blair glanced back out at the porch, and saw Carter and Nate joking around, but still no Chuck. "Have you seen Chuck?"

Before Serena could answer Georgina padded into the kitchen. She had sunglasses on, and a sour expression on her face. "You haven't heard?" There was pure delight in her voice, and Blair's stomach immediately began to cramp.

"Don't be dramatic, Georgie." Serena jumped in before Blair could pounce.

"Know what?" Blair demanded.

Georgina laughed, and she sounded exactly like an evil cartoon character. Blair wanted to throttle her, but she held herself back.

Serena stepped in before Georgina could answer. "Chuck has decided to go on a little solo adventure." Serena rolled her eyes, and nodded at a piece of paper that was folded up on the counter. "Carter found the note this morning. Apparently he's jetted off to parts unknown. I know I won't be missing him," she grumbled under her breath.

Blair felt like the entire world was tilting underneath her feet. She was going to be sick. Her blissful morning but turning into some kind of bad joke. She wanted to go back to sleep. She wanted to go back to last night. She needed to be in Chuck's arms again.

Georgina reached for the note, and practically shoved it at Blair. "Guess you're not so special after all." There was pure hate in her voice. Blair didn't respond which seemed to annoy Georgie, but before she could continue her little tirade Carter called to her from outside. She trotted off like she owned the place, and Blair sunk back against the counter still clutching the note.

Serena was too busy at the stove to notice how white Blair had gone, and Blair was grateful for that. She wanted to take the note, and go hide with it in her room. She needed to be alone to read it. She knew that, but Serena would become suspicious. She couldn't afford that right now. As it was she was close to completely losing it. She unfolded the note slowly, quickly recognizing his messy scrawl. The note wasn't addressed to anyone in particular. It was short and succinct, and completely shredded Blair.

"Headed out for a while. House is fully stocked and paid for until August.

Enjoy. – CB"

Blair read it over and over again. Enjoy? ENJOY! She crumbled it up in her palm until it felt like it was going to sear through the flesh. FUCK. YOU.

"Blair?" Serena was holding a few plates in her arms, and staring at Blair with concern.

Blair just stared back at her. She had nothing left to say.


	16. Careful Child

**AN: MERRY CHRISTMAS EVERYONE! I hope everyone has a wonderful holiday season. Thank you once again for all the wonderful feedback. I'm still working on my feedback to your feedback, lol. It's coming. I also wanted to quickly say that I understand everyone's upset toward Chuck. I was upset with him while I wrote it, and as I wrote I contemplated going another way, but it didn't feel natural. The Chuck that I created is a big emotional coward right now. As unsure as Blair is of herself, she's definitely much braver on the emotional front. She's ready to experience life. Chuck is still running from it. I don't think there's a quick fix to that, and if there is I'm not taking it, lol. But I do want this to be satisfying for everyone, including the characters. I've felt that in fiction (tv/movie/book/whatever) for something to be truly special it must be earned. I think seeing characters persevere through the bad times, forgive the unforgivable, and come out stronger, better people is what makes romance/life magical. Perfection is boring. Imperfection, oddities, true turmoil and triumph is what appeals to me, and I hope to imbue all those things in this story, and these characters. Thank you all so much for taking the ride with me. ENJOY!**

**Fake Empire**

Chapter Fourteen.

_Happiness damn near destroys you  
Breaks your faith to pieces on the floor  
So you tell yourself that's enough for now  
Happiness has a violent roar_

Day 26.

Blair turned over on her towel, and glanced out towards the water. Things seemed so peaceful that afternoon. Carter and Nate were teaching Serena how to skim board down the beach. Dan had gone into town with some of the new hipster friends he'd made. Georgina had given up hope on Chuck ever returning that morning, and left to go meet Poppy Lifton in Barbados. That just left Blair to do whatever she felt like. Lately, that consisted of working on her tan, reading trashy European magazines, and staying up late watching Audrey movies with Serena. Breakfast at Tiffany's was on constant repeat. Some love stories got happy endings, and Blair had to remember that. She needed to remember that.

Chuck's disappearance had taken a huge piece out of her heart. At first, she'd been too furious to really feel sad, but as the days stretched on the pain had started to creep in. She tried not to think about that night. Sometimes she even managed to convince herself that it had all been a figment of her over active imagination. It hadn't been though. She'd had sex with Chuck Bass. She'd thought she loved him. Now, she wasn't sure how she felt about him. She just knew that she missed him.

That's what surprised her the most. She'd figured her anger would eventually harden into hate, and by the time she saw him again she'd be steeled against him. That hadn't happened though. In the past week or so, she'd started to think about what this would all be like if he was there. Last night when Carter had forced her to go to some club with them, she'd spent the entire night wondering where Chuck was, and if he'd like this place, or if he'd be as miserable as she was.

She'd almost called him, but better sense had taken hold of her before she'd hit send. If Chuck wanted to talk to her, he would be the one calling. The brutal truth was that he hadn't called. He hadn't texted. He hadn't even sent her a message through Carter or Nate. She knew he'd spoken to them though. Nate had made mention of Chuck trekking through Nepal, and Blair had immediately retired to the restroom to be sick. He was too close, and still so far away.

"You have got to try this." Serena flopped down onto her towel dramatically. She was out of breath, sunburned, and completely perfect looking. There were several men around them on the beach, and every one of them was enthralled by Serena. Blair envied her that easy allure. Men didn't disappear on Serena in the morning. It just wouldn't happen. "I busted my ass every single time, but it was so much fun."

"I like my ass just the way it is, thanks." Blair's response was curt, but then Serena was used to that. Chuck's great disappearance had changed Blair. Serena had pestered her about it the first week, but after that she'd finally given in to Blair's black mood and stopped pushing. "You should use more sun tan lotion. You're going to get wrinkles."

Serena shrugged. The future was not something she cared about. One more thing for Blair to envy about her best friend. If a man did leave Serena the morning after, you could bet she would not still be pouting about it 26 days later. No, Serena wouldn't even care.

Blair didn't want to care.

"Okay, Blair. I've had it." Serena turned around on her towel, and folded her legs Indian style as she faced Blair. She looked like a scary, beautiful, tribal leader. Blair wanted to laugh. "You're going to tell me what is going on with you, or I'm just going to call Chuck myself."

Blair's blood went cold at the threat, and pure anger sliced through her. "If you do that Serena, I will never speak to you again. I mean it. Do not call, Chuck. Do not." Blair had reached out for Serena's hand, and was gripping it so tight Serena flinched. "Promise me."

Serena shook her head, as stubborn as ever. "Tell me."

Blair glared at her best friend, and truly hated her for the few minutes that they faced off against each other. It didn't seem fair that Serena got to demand something so personal from her. She had never done the same to her, but Serena and Blair were completely different people. Blair understood the idea of self-preservation. Serena had never mastered it.

"I slept with Chuck." Blair couldn't believe she'd actually said it out loud. She'd been holding it inside for so long, but saying it out loud made it real again. Pain sliced through her, and she had to look away before she started crying. She hadn't cried once since Chuck had deserted her, and she wouldn't be starting now.

"Oh." Serena just stared at her. This lasted for so long that Blair began squirming where she sat. She expected fireworks. She expected Serena to start cursing the day Chuck Bass was born, but Serena did nothing instead. She just stared at Blair like she was some foreign life form Serena didn't even recognize anymore.

"That's it?" Blair hated how her voice wobbled. She was seriously coming to the end of her rope, and all Serena could manage was, 'oh'. "I just told you I lost my virginity to Chuck freaking Bass, and all you have to say is OH! OH, Serena?" Blair was going to kill her.

Serena tried to recover from her shock, but it didn't happen quickly. "I don't know what to say to you. I mean… I knew something was wrong. I knew it that morning, but… I can't believe you really slept with him."

Serena's incredulous reaction felt like a slap in the face to Blair. It felt like a judgment, and that really pissed her off. She'd stood by while Serena screwed her way through the UES like it was no big deal, and now Serena was sitting there looking at Blair like she was the biggest screw up on the planet. It wasn't fair, and Blair was not going to put up with it.

"You cannot be serious, Serena. I mean you of all people… really?" Blair stared back at her best friend with pure disdain in her eyes. "You've screwed most of our house guests. I guess I just wanted to catch up."

Serena blinked in surprise, and Blair could tell she'd caught her unawares again. "Real nice, Blair." She didn't defend herself, or argue further which made Blair feel like a real bitch.

"It's true." Blair couldn't back down. She wanted to. She wanted to lie in Serena's arms, and cry her eyes out. That would be weak though, and she couldn't afford to be weak. If she crumbled then Chuck won, and she'd never let him win.

"Which is why I know this isn't you. You don't have casual sex. You're Blair Waldorf. You just don't do that. Not you." Serena seemed like a child disillusioned by her parents, and Blair was really starting to crack at the seams. She could not deal with this now.

"People change." Blair's eyes were stinging, and her voice was breaking. Serena was going to be her downfall. "Just forget I told you, Serena," she demanded. Blair laid back against her towel again, and pulled out her magazine. She stared at the familiar celebrity faces, but her vision became blurred by the tears collecting behind her eyes.

Don't cry. Don't cry. Don't cry.

"Blair…" Serena laid down beside her, and turned on her side so they were eye to eye. "I guess I just didn't know that you… I mean you love him, don't you?" Serena's words felt like a physical blow, and Blair wanted to recoil from her. "I know you, and I just… I'd hoped it was just a crush."

"I don't love him. I don't." Blair repeated it more for her benefit than Serena's. She'd been forcing herself to believe that since the morning he'd left, and it still sounded like bullshit. "God," Blair sighed bitterly. "Even I don't believe that." She swiped at her face where an errant tear had fallen, and really began to loathe Chuck all over again. He'd caused this.

"I don't either." Serena's response was so low it sounded like a whisper. Her face still contained shock, and Blair wished she'd just accept this and move on. "You love him, Blair. I…"

"Spit it out, Serena." Blair demanded harshly.

"This is going to come out all wrong, and you're probably going to get really angry with me, but…" Serena hesitated, obviously weighing the value of her words against Blair's rage that would surely follow. "I'm sorry that you love him. I'm sorry because he doesn't deserve you, and he's not a good guy, and he proved that by leaving. I'm sorry that I ever brought you to his stupid penthouse for that party. I should have known better. I should have protected you from this world. I'm just sorry."

Blair had never seen Serena so angry before, and it was very disconcerting. She'd expected outrage, but this was something else. Blair wasn't sure how to respond, or what to do with it. Part of her wanted to say she regretted that party as well, but the truth was she didn't. Before Chuck she'd been drifting through a life that didn't really feel like her own. Whatever else he did to her, he'd woken her up. He'd made her feel. She didn't regret that.

"You know, I liked him before that night," Blair admitted. She figured she might as well get it out now. It might even serve as a catharsis so she could move on. "I'd always seen him around at society events, and… I thought he was beautiful, and mysterious, and…" Blair smiled to herself. "I don't know. I just thought about him… a lot even. And then that night it was like fate or something. I felt connected to him. I didn't really understand it, but I think he felt it too. We were drawn together." Blair laughed at how cheesy that sounded.

"Wow." Serena smiled sadly at her. "You really do love him. I've never seen you… look like this before. I had no idea it went so deep for you. I should have known, but… I didn't really want to see it, B. I know you hate when I say this, but he's just not a good guy, Blair. He's really not. He's selfish, and arrogant, and he's only going to hurt you. He has hurt you, and I'm just scared he's going to do even worse." There was a dire warning behind Serena's words, and Blair wanted to heed it more than anything.

She knew she wouldn't.

"I love him." She shrugged her shoulders helplessly. Serena could give her a million reasons for why Blair shouldn't. Hell, Blair could even try to convince herself, but it wouldn't matter. He was in her veins now. It wasn't the sex that had really done it. It was everything before. It was the moments he looked at her, and really saw her. It was the moments she looked at him, and saw everything he wanted to hide but hadn't been able to, not from her.

"I know." There was a fatal resignation in Serena's voice. Her usual sunshiny demeanor had vanished, and a storm cloud was hanging over her. Blair wished she could convince her friend that everything would be alright, but she didn't even believe that herself. She was doomed to love Chuck Bass, and doomed to get her heart broken. He'd warned her himself, and he'd been right.

Carter and Nate appeared a few minutes later, and slid onto the sand in front of them. Nate shook his hair out like dog spraying Blair and Serena. Serena tried to laugh at the playful gesture, but it fell flat, and everyone noticed. Carter looked between Blair and Serena, obviously picking up on the tension. Nate leaned down and whispered something in Serena's ear, and she nodded before standing up.

"Nate and I are going into town for some ice cream. See you guys later." Serena sent Carter and Blair a short little wave, before linking her arm with Nate's and walking off with him. The fact that Serena didn't invite Blair did not pass either of them by.

"Trouble in paradise?" Carter guessed.

Blair shrugged, and did her best to ignore him. She hated that Serena was so disappointed in her, but there was nothing more that could really be said. Carter was the last thing this situation needed.

"This is about Chuck, then." Blair's head whipped around at Carter's pronouncement, and her stomach dropped. She knew Carter and Chuck were close, but she dearly hoped Chuck hadn't been telling him anything. Blair's humiliation was private, and she needed it to remain that way.

"Go away, Carter." She tried to sound bitchy, but it only came out as sounding tired.

"I saw him that morning, Blair…" She turned to look at Carter again, and what she saw on his face made her nauseous. He was looking at her with something close to pity in his eyes. "He didn't tell me what happened, but he was messed up. I could tell it was bad. I figured it had to do with you guys. He's not in a good place. I know you think that you can save him or something, but you can't. He's not that guy."

Blair didn't know what to say. "And you're that guy I suppose?"

Carter shook his head. "You and I… it is what it is. Maybe I thought it would be fun to screw with you both in the beginning. Chuck would get so jealous – it was fun to fuck with him." Carter admitted with a guilty smile. "But then I started to really like you. You're feisty, smart… fun even. We're friends, right?"

Blair nodded. Somewhere along the way they had become friends. "Yeah, I guess we are."

"So, I'm not saying this to hurt you or to fuck you over. I'm saying this because Chuck is my best friend. I know him better than nearly anyone, and I know that as much as he cares about you… he can't be that guy. Bart fucked him up big time, and that… that's not going away."

Carter was trying to tell her something really important. Blair knew that, but her heart just didn't care. She understood that Chuck was a wreck. She probably understood that even better than Carter did. Chuck had let her into places he didn't let other people into. She'd be lying if she said she didn't want to save him from that darkness. The bottom line was screwed up or not she couldn't walk away. He'd left her, and she was still there waiting. Mad as hell, but still waiting.

"Where did he go?" The question was out before she could stop herself.

Carter shook his head. "I promised him I wouldn't tell you."

Blair's heart broke a little more. Her voice came out sounding childlike when she spoke. "He asked you not to tell me?" For some reason that hurt most of all. He was actively hiding from her. He'd slept with her, left her, and now he was hiding. If he'd been standing in front of her right then she would have gladly punched him, manners be damned.

Carter looked like he felt so bad for her that she wanted to comfort him. It was rare for him to actually act like a human being. This was one of those times. "He can't handle you, Blair. He doesn't know what to do with you."

Blair laughed bitterly at this. "I don't think that's the problem."

Carter finally got it, and nodded. "Can't say I'm surprised. He really tried to fight it, but…" Carter smirked. "Attraction is attraction."

"I'm not discussing this with you." She shook her head, and looked away from him again. Discussing Chuck was one thing. Discussing the fact that she'd slept with Chuck was an entirely different thing. It was still a raw nerve for her, and Carter was not the overly sensitive type.

"Do you love him?" The question was so blunt, so Carter.

Blair wanted to snap at him, and tell him it was none of his business. She opened her mouth to do just that, but nothing came out. She was tired of running in circles. Love shouldn't be something you were ashamed of. She couldn't live like that anymore.

She nodded.

"He's not capable of loving you back." His tone wasn't malicious, but the words hurt all the same. Blair refused to believe him. Chuck was not the Tin Man. They were all wrong about him. She knew that. She'd felt it. "He could try, and you'd both just get more fucked up because of it. Trust me. I'm trying to save you a world of pain, Waldorf. Walk away from this now. Screw him if you want, but don't love him. He's a black hole."

Blair was starting to get angry. Carter was supposed to be Chuck's friend. "Now, that's what I call loyalty," she snapped.

Carter smiled at her ruefully. "I call it honesty. If you asked him he'd tell you the same damn thing. But you won't ask him, will you Blair? You're too scared of what he'll say."

Carter was hitting too close to home, and Blair was getting defensive. "How could I even ask him, Carter? He's not here remember. He's off seeing the world while I'm stuck on this beach having heart to hearts with you." Her tone was anything but kind. Carter should have gotten the hint, but he still didn't back down.

"He'll come back eventually. He always does." Carter stood up then, and patted Blair on top of the head like she was some wayward child he had to take care of. She swatted his hand away, and as he left his laughter echoed behind him.

Blair wasn't sure Carter was right. She wasn't sure Chuck would return this time. Things just felt so irreparably broken. She'd broken the cardinal rule. She'd gotten too close, and now he was punishing the both of them.

Day 34.

Blair and Dan had been nominated to go into town to pick up the liquor for the party Carter was throwing that night. Blair wasn't sure why she got stuck with Humphrey, but she figured that had something to do with how inseparable Nate and Serena had been lately. She'd been trying to get a solid answer out of her best friend, but Serena was staying mum on the happenings in her love life. Serena was also staying out of the happenings in Blair's which worked for Blair. A fair trade off she supposed.

"You know, we're just contributing to Carter's future alcoholism." Dan told her matter of factly as they finished the order for that evening.

Blair shrugged. As far as she could tell Carter was already one drink away from his first AA meeting. She was sick of trying to save people. It never got her anywhere.

"You sure are chatty today." Dan tried again. "In fact, you've been a downright dream for the past month. I know were not best friends-" Blair gave him a look. "Okay, we're not friends at all, but… I'm a decent listener."

Blair laughed out loud. "I don't need my personal business printed in your lame column. Thanks but no thanks. Don't think I didn't read that little blurb about "little Alice going skinny dipping" – You have to be naked for that, Humphrey. I was not naked." Blair told him snottily.

"I'll print an immediate clarification." He joked, but she didn't smile. He followed behind her, as she walked out onto the street. "I promise if you want to talk it'll be totally off the record."

She turned back to him incredulously. "I'm supposed to believe you're trust worthy?"

Before Dan could answer Blair's cell phone began buzzing in her purse. She stepped away from Dan, and fished it out. She expected it to be Carter badgering her about the next errand he'd asked her to run, and she was ready to ream him out. She glanced down at the number but it was unfamiliar. Dan hovered behind her to see, and she walked off a bit further before finally answering.

"Carter, if you're calling to harass me about getting the drugs again, you can just-" Blair was cut off before she could finish her annoyed tirade.

"Blair…"

His voice was so familiar, but so far away that she wasn't totally sure it was him at first. She was afraid that her mind was playing tricks on her. She waited for him to say something else to be sure, but the other end of the line remained silent.

"Yeah." Her voice was barely above a whisper. It was him. She knew it was him. She just didn't know what to say. What were you supposed to say to a guy that screws you, and then promptly leaves you before you can even wake up and bask in the afterglow. Blair had been deprived of afterglow. Just another thing to add to her list of complaints against him.

"Hey." It was such a small word, but it ripped the scab off of the wounds inside of Blair, and she was bleeding all over again. "Blair, you there?" He asked when she didn't respond. She almost hung up on him then. It was a revelation to realize that there was nothing he had to say that she currently wanted to hear. Carter had dared her to ask him for the ultimate truth, and she wasn't brave enough.

Still, she wasn't ready to let go. "I'm here." She couldn't offer him anymore. He'd left her. He'd broken her. Giving him anything else just felt like the total destruction of her pride.

"How are you doing?" The question was so innocuous, but it was also so loaded.

She wanted to scream at him. She really did, but when she opened her mouth to do just that the words failed her. Being angry with Chuck would change nothing. There was nothing either one of them could do to go back and change that night, or the morning after.

"I'm doing okay," she told him truthfully. She was surprised at how friendly her voice sounded. Inside she was a feeling just as bitter as ever, but she was scared to let that out. If she did it might never go away. "Greece is beautiful. Carter drags us out all the time. I think Serena and Nate might be a couple, but they're hiding it. Humphrey has been decent to me. Georgina left, which has pretty much been the highlight of the summer." She listed all of this off as rote fact, allowing nothing else to pass between them.

"And you…" He just wouldn't stop, and she really resented him for that. Did he expect her to slit a vein, and just bleed out before him? It almost felt like that, like he needed her misery. She wasn't going to give it to him though. She was fine without him. She would be fine without him.

"And me what, Chuck?" Her friendly façade was starting to snap. She felt Dan hovering behind her again, and she just wanted to swat him away. She turned around quickly, and caught him watching her. "I'll find my own way home, Humphrey." She gave him a look that told him to back off, and for once he listened. He nodded, and headed off down the street they'd come in on.

"You're with Humphrey?" His solicitous attitude was fading as well, and she was scared of where this conversation could go.

"Why did you call?" She ignored his question, and got right down to the point. She wouldn't let him jerk her around like this. She loved him, but right then she didn't like him at all. All of Carter's ominous warnings kept swirling around in her brain like they were stuck on repeat.

"We hadn't talked in a while…" He seemed at a loss, and she hated the flash of concern she felt for him. He didn't deserve her caring.

"Thirty four days." She returned coolly.

"What?"

"We haven't spoken in thirty four days. You just left." She couldn't say anything more without losing the fight to control her emotions. Her eyes were stinging again, and she really hated that sensation.

"I know."

He sounded sad, but she hated that more than anything. He had no right to be sad. He had no right to feel anything where she was concerned. Her anger was coming to the surface again, and she really wanted to unleash it on him. She wanted to ask him why he'd even done it. Why had he slept with her? She didn't buy that it was just sex. Chuck had plenty of girls he could have sex with, and he'd always kept his distance from her in the past. He'd sought her out that night. He'd wanted her even when she'd been scared of it all.

"I can't do this right now, Chuck. I have to go." She didn't end the call though. She couldn't.

"I… Blair, you still there?" She didn't respond, but he had to know she was. The call was still connected. "I'm sorry." It was a whisper, and without another word she ended the call, and slipped the phone back into her purse. She contemplated turning it off all together, but she knew he wouldn't call her back.

Blair took her time getting back to the villa. She wasn't ready to be around her friends. She wasn't ready to be around anyone. Chuck calling had really thrown her. She'd convinced herself that he was truly out of her life. The logistics of the delusion had never really been thought out, but she'd really made herself believe it. She'd thought she could love him from afar, but move on with the rest of her life. He could be some sad, tragic interlude that she'd talk about Titanicesque when she was old with kids, and grandkids, and no regrets. Chuck was a reality though. She realized that now. She couldn't run from him anymore than he could run from her.

Dan was sitting in the living room reading another book when she walked in. That's all he'd really done all summer. Read emo books, and write his stupid gossip column. She felt an unwarranted swell of anger towards him, and she tried to push it back down.

"So, our master and commander called you?" He just couldn't leave well enough alone.

"Drop it, Dan." She was not in the mood to spar with him, and any mention of Chuck was unwelcome.

"You just seem upset, Blair." He wouldn't stop pushing.

Blair jerked around, and stomped over to stand in front of him. "You don't know me. You know nothing about me, or Chuck or anything. Don't talk about him to me. Okay? Just leave it alone." Her voice cracked at the end, and she hated herself for it.

Dan stared up at her uncomfortably, and then looked away. "You're crying, Blair." He reached for a tissue from the end table, and handed it up to her without meeting her eyes. She knew he was doing it for her, and not himself. That made more tears fall.

She slid down onto the couch beside him, and blotted at the still falling tears. This was the first time she'd truly lost it since Chuck had left, and she hated that Dan was there to see it. She didn't loathe Humphrey the way she pretended she did, but she didn't trust him either. He was pretty much one of the last people she wanted to see her like this.

"I'm sorry." Dan shifted uncomfortably beside her. He clearly didn't know what to do with emotional girls.

She found the comparison between Chuck and Dan's apologies pretty funny. Chuck was apologizing for wrecking her, and Dan was apologizing for witnessing her destruction. Neither meant anything to her. Too little too late with the former, and as for the latter… pity had never been appealing to her.

"You're not going to say I told you so? You seem fond of saying that, Humphrey. I'm surprised." She balled up the tissue in her hand, and held it tightly. She didn't want to be having this conversation, but she had to do damage control. If she acted like she was fine he might actually believe it, and never mention this little interlude.

"I don't even know what's wrong with you," he admitted. "I can guess, but… I won't. And if you're worried about me writing about this, don't. It didn't happen." Blair nodded, and Dan stood up to leave the room.

"Hey, Humphrey?" He turned back around to face her. "I guess you're not too bad."

Dan smiled a little. "Whatever he did…" Dan shrugged, and tried to leave again. She couldn't let him walk away with that hanging though.

"What? Just say it." She demanded.

"I've seen him with you, and he's better. I'm sure he was a complete asshole, and you have every right to hate him, but… I don't know what I'm trying to say. Never mind." Dan shook it off, and then disappeared out onto the back deck.

Blair just sat there.

Day 41.

Blair woke up in the middle of the night to a thunderstorm. The rain was battering the roof pretty hard, and thunder cracked in the sky outside. She pushed back the curtain to stare out at it for a moment, before heading out to the kitchen for a glass of water, or maybe something stronger. She'd been having nightmares all night. Some of them involved her life in the circus. She was a tight ropewalker, and Serena was an elephant trainer. It had been Hell. The others were more vague, and she could barely remember anything from them. She hated when that happened. She was always left with an uneasy feeling for the rest of the night.

Blair padded into the kitchen, and nearly had a heart attack when she saw someone standing in there. At first she thought it was Carter from the bottle of Scotch that was out on the counter, but when she recovered from her fright she realized it was Chuck. Everything inside of her went still for a minute, and she just watched him. He hadn't spotted her yet. He was standing off to the side, drinking his Scotch, and watching the storm. He must have just gotten in because he was wet from the rain, and his hair was all askew.

She had the insane urge to brush it aside for him.

"Chuck." His name slipped past her lips before she could stop herself.

He turned towards her slowly. His eyes were dark like the storm, and more than anything she wanted to ignore what she saw in them. She needed to hate him. She needed to stay angry.

She couldn't.

She loved him.

Unfortunate, but true.

"Hey." He sent her a crooked smile.

She didn't smile back.

He shifted nervously in front of her, and pulled a cigarette out. He cracked the door open just a little so the smoke could waft out. She stayed rooted to her place across the room. The idea of crossing the divide between them not only seemed impossible, but it also seemed uninviting. She wasn't ready to forgive him. If she forgave him it would start all over again, and she wasn't sure she could go through that rollercoaster again. She realized then that there was a difference between being in love with someone, and simply loving them. She was in love with him. There was no doubt about it, but she wasn't sure about the simple love part. She didn't know if she could be that unwavering tower of strength he so desperately needed. He'd already knocked her down once. He would do it again. She'd never been more sure of anything in her entire life.

"_He's a black hole."_

Carter was right.


	17. The Weight of Us

**AN: Hope everyone has an amazing NYE and New Year! Thank you a million times for the continued support of this story. It honestly means so much to me. I get like a kid in a candy shop reading it. ;) Enjoy!**

**Fake Empire**

Chapter Fifteen.

_There's a cold heart buried beneath  
and warm blood running deep  
Secrets are mine to keep  
Protected by silent sleep  
I'm not ready for the weight of us_

Blair felt the divide between them like it was a real immovable wall. It might as well have been at that point. He didn't move from the door, and she didn't move from her spot across the room. He switched between staring at her and staring out at the storm, but her gaze never wavered. He looked the same. He looked like Chuck, and that made her ache. She wanted him to be less… less of anything. She wanted what she felt for him to feel smaller, but it didn't. If anything, it felt bigger. It sucked the air out of the room and quieted everything around her. The storm ceased to exist. Hell, all of Greece ceased to exist for her. All she saw was Chuck. All she saw was the biggest failure of her life.

It hurt.

He finally stubbed out his cigarette and turned back to his abandoned Scotch on the counter. He poured himself a generous amount, and gulped it down just as quickly. His vices were still the same. She almost smiled, but she didn't want to give him any opening, any sign of affection. He didn't deserve that. He deserved nothing from her, she decided.

His voice broke through the silence, and it shocked her back from her reverie. "If you're going to freak out on me, Blair, just do it." He seemed so resigned to this that she couldn't take him up on his offer. The truth was, she _did_ want to scream and yell and call him an asshole for doing what he'd done. The words weren't there, though. They just rolled around inside of her until she really thought she was going insane.

She said nothing. She did nothing. She just watched him swill his Scotch like it was a lifeline.

He didn't take her silence well. He poured himself more liquor and pulled out another cigarette. One of these days those bad habits were going to kill him, but Blair said nothing to stop him. He started to light his cigarette up, but changed his mind at the last minute and threw it onto the counter. He placed his Scotch down beside it, and then finally moved across the room to stand in front of Blair. It felt like an invasion, but she didn't move, nor did she speak.

"You want to hit me?" It was an offer. She shook her head, and finally glanced away from him. She didn't like him being so close. It reminded her of other times he was that close, and those memories were dangerous.

"I don't want to hit you, Chuck. I don't know what I want anymore," she admitted. "I didn't expect to see you again, I guess." And that was the truth. Or maybe the truth was she hadn't wanted to see him. Or maybe that was all a lie, and this was the moment she'd been yearning for since the morning she'd woken up without him.

"I freaked out-" He began to explain, but she shook her head, cutting him off. "Blair…" He reached out for her hands and pulled them into his own. He was staring at her with this imploring look upon his face, but she wasn't sure what he wanted. She'd never really been sure of anything with him.

"You left me." That's the one thing that wouldn't dislodge from her head. "I woke up alone, and Georgina was all too happy to tell me you were gone. You left a note on the counter, but you couldn't even leave me one. You didn't even call." She felt incredulous even repeating the series of events that had led them to where they stood.

"I called," he protested weakly.

"Not when it counted. You could have explained to me. You could have talked to me, Chuck. Instead, you decided to leave. I don't know what you expect me to say now. Thanks for the memories? I really enjoyed the sex? I don't know, Chuck. What is it that you want me to say to you right now?" She didn't mean to sound flippant, but everything felt so surreal to her right then.

He clenched his jaw, and she knew she was making him angry. Chuck was really great at emotionally withdrawing, but he hated it when the shoe was on the other foot.

He shook his head. "I don't know… Something. Anything." She pulled her hands out of his and looked away. She couldn't give him that. He sighed and ran a hand through his wet hair. She glanced at the perfect disarray and almost reached out to still his movements. Touching him felt wrong right then, though, so she held herself back.

"I'm tired. I didn't expect this tonight, and I don't know what to say to you. I'm angry. I'm not happy to see you. That's all I have." Blair turned around, and without another word or look in his direction, she went back to her room. She closed the door behind her and slid back under the covers. She laid there for a while listening for him on the other side. He never followed her.

She wasn't surprised.

The next morning came too soon, and Blair dreaded getting up to face the others. She was sure Chuck's return would garner a big reaction. Carter and Nate would welcome him with open arms. Dan would be indifferent. Serena was the wild card. She'd either ignore him or completely flip out on him. Blair wasn't sure which option she was hoping for. She took her time getting ready, and then finally braved the outside world.

Everyone was on the back deck. Carter and Chuck were looking at something on Chuck's phone and laughing. Nate was stealing food from Serena's plate, and she was giggling like nothing in the world was wrong. Dan must have still been asleep. At least one person wouldn't witness this entirely awkward situation.

Blair took a fortifying breath before sliding the door open and walking outside. Serena and Nate looked up first, and Serena glanced between Blair and Chuck, gauging their reactions. When Blair didn't completely melt down, Serena relaxed again.

"Morning. Nate and I made breakfast." Serena announced, and pointed to the fruit and bagels laid out on the table.

"You bought breakfast." Carter shot right back, and Serena stuck her tongue out at him. "You okay, Waldorf? You look a little pale." He was needling her about Chuck, but she didn't react. "No welcome back for our generous host? He's been regaling us with tales of his trip. You should see some of these pictures. There's a few I think you'd really enjoy."

Chuck frowned beside Carter, but said nothing.

Blair didn't take the bait and slid in beside Nate at the table. She grabbed some grapes and a croissant, ignoring the concerned looks nearly all of them were sending her. Only Carter seemed to be heedless of her feelings, and she wasn't sure why he'd turned into such a jackass.

"It all sounded boring to me." Serena answered for Blair. "We had a much better time here. You really missed out, Chuck. Not that I missed you. At all." She stared him down in a very un-Serena-like way, and everyone waited for Chuck to react. He didn't. He just nodded and reached for more champagne to pour into his Mimosa.

"Come now, Serena." Carter began again. "I think some of us missed Chuck." He looked right at Blair and winked.

Blair let it go, but Serena wouldn't. "No. None of us did. Especially not Blair. In fact, she's been far too occupied to even care where anyone was. Dan saw to that." Serena smirked, proud of her meddling moment, but Blair just groaned inwardly. Serena was trying to help her, but this was not the way, and everyone but Serena knew it.

"Serena…" Nate shook his head. He rarely stepped into these situations, but he knew just as well as Blair did that Serena was treading on dangerous ground.

"Yeah, Serena," Carter piped up. "We all know Humphrey's in love with you. Poor idiot." There was some malice in his words, and everyone was startled at that. Carter never got brusque with Serena.

"Jesus, Carter." Serena looked away from him uncomfortably and grabbed for another bagel. Nate was glaring across the table at Carter, and even Chuck seemed confused. "Fine. It was some Greek God. Right, Blair?" Serena turned to her, expecting her to play along.

Blair sighed already exhausted with this entire encounter. "Stop, Serena." It was a quiet reprimand, but Serena finally heeded it, and shut her mouth.

"That's all?" Carter looked between all of them in surprise. "I expected fireworks. I expected more, Waldorf. Such a disappointment." Blair wasn't sure what had gotten into Carter that morning, but his foul mood was really starting to bother her. It felt cruel rather than joking, and she had enough on her plate without his antics.

"Enough, Carter. Leave it." Chuck said it as a command, and they all waited with baited breath to see if Carter pushed his limits that morning.

"Fine," Carter conceded. "I was just trying to get a little truth between all of us." He shrugged it off and grabbed for more champagne. Serena handed him the whole bottle, and he took it with him before disappearing inside.

"Dick." Nate brushed it off with his usual ease.

"Nate and I are going into the city today, Blair. You should come with us. We're leaving now." Serena stood up, shooting Nate a look that he quickly read and understood. He stood up too, and they both turned to Blair. She didn't move. "Come on." Serena was as close to demanding as she ever got.

Blair shook her head. "I'm fine, Serena."

Serena didn't buy it, and her attempts at pretending finally failed her completely. "I'm not leaving you here with him." She motioned to Chuck with disgust.

"Fuck, Serena. Just leave us alone. I promise not to kill her while you're gone." Chuck was at the end of his rope, and Blair knew they were seconds from a really nasty blow up. God bless Serena, but she really didn't know when to leave well enough alone.

"No, you'll do worse. I always knew you were an asshole, but I never knew you were a coward." Serena was in full-on warrior mode, and Blair knew she was aiming to cause Chuck as much damage as she could. Blair didn't want that, though, and she couldn't sit by and watch it happen.

"Go with Nate, Serena." Nate put his arm around Serena's waist and tried to guide her away from a seething Chuck. Serena pulled away from Nate, and opened her mouth to deliver another crushing tirade on what a complete waste Chuck was. Blair stopped her. "I'm asking you to leave this alone." She met Serena's eyes head on. "Please."

Serena looked between Nate and Blair, and then finally back to Chuck. He was glaring, but he wasn't saying a thing. She deflated quickly. Serena leaned down, and kissed Blair's cheek before allowing Nate to lead her away. Blair could finally breathe again when she was gone. For a minute there Blair had been afraid that Chuck and Serena were going to go to war. She couldn't deal with that right then. Her Chuck issues were bad enough without Serena-Chuck issues piled on top of them.

Blair waited for Chuck to calm down before she finally spoke to him.

"I'm going back to Manhattan." She'd been thinking about it since their encounter the night before, and after this morning she knew it was the right decision. As long as she was there Serena would never back down, and that would lead to dire consequences for all of them. Chuck was not an enemy Blair wanted her best friend to have.

"Don't do that." He was quick to jump in, but she just shook her head. She didn't want to hear it. "Come on, Blair. I don't want it to be like this."

"I don't care what you want. This isn't even really about you. I just… This morning was only a taste of how awkward this is going to be now. Everyone knows what happened between us, and I can't stand to see the pity or concern in their eyes every time I'm around you. I won't put myself through that." Blair stood up to go back inside, but Chuck jumped out and stopped her before she could get to the door. He stood in front of it, an immovable force, and she backed away again. Proximity was not welcomed.

"I'll leave. I'll go. You should stay here, and enjoy the rest of the trip. I wouldn't have come back if I thought… I don't want to hurt you." He was so genuine that she ached. Still, he just didn't get it. Maybe he never would.

"You've said that to me before. I even believe you mean it, Chuck. It just doesn't matter in the end, does it? Because I'm an idiot where you're concerned, and you really can't stop yourself. Everyone feels sorry for me. Do you know what that's like? How ridiculous and stupid I feel? Dan Humphrey pities me. You can't get much lower than that." Blair had to look away from him then, because she felt as if she'd said too much. She wanted him to understand, but she feared she was just handing him all the power again.

"Is this about Carter? I'll make him stop." He was deliberately missing the point.

She sighed in frustration. "Why did you come back? Better yet, why did you leave? If you wanted to get away from me, Chuck, all you had to do was tell me. You didn't have to jet off to another continent."

Chuck shook his head. "Yes, I did. I couldn't be around you. I couldn't… I woke up that morning, and you were lying beside me, and for a minute… I was happy." The admission seemed to shock him as much as it did her. "I didn't know what to do with it, Blair. I ran. I fucked up. I get that."

She nodded. Unbidden tears sprung up behind her eyes, and she quickly looked down so he wouldn't see them. "You'll do it again," she whispered. When she looked up again, she saw the truly horrified expression on his face. "You know I'm right."

He said nothing. He couldn't deny it.

"I woke up happy, too." She let a small smile creep across her lips, but it vanished just as quickly as she remembered the rest of that morning. "And then I found out you were gone, and I was… I was hurt. I was angry. I felt like a whore - like your whore." She shook her head. "I will never do that to myself again." She needed him to understand her.

"You're not a whore." He could barely get the word out, and she appreciated that the idea so repulsed him. "It was different with us. You have to know that."

"All I know is that I woke up alone. You left." She repeated.

He stared at her, and it finally seemed like the gravity of the situation was sinking in on him. He made a move to reach out for her, but at the last minute dropped his hand back down. She wasn't sure what he was thinking, but she could see the moment it was all resolved for him.

"It'll never happen again." Blair started to refute him, but he didn't let her speak. "You mean more to me than…" He stopped, nervously tugging at his hair. "You're special to me, Blair. I will never do that to you again. I want you in my life."

Blair wasn't sure what to say to him. She wasn't even sure what he was saying to her. She'd spent most of her summer hating him and missing him in equal measure. This dance they'd been doing for what seemed like such a long time was really beginning to wear her thin. She didn't want to lose him from her life. She knew she wasn't ready to cut that cord, and if she were honest with herself, she'd admit she wasn't sure she ever would be. She just knew that she never wanted to feel like this again. Chuck took all the control out of her life, and while she thrilled in that feeling at times, she also felt nauseated often. She had to have some structure, something sure, something reliable. That would never be him.

"I don't trust you." She whispered before looking away from him. There was so much more she wanted to say to him. She wanted to tell him that she loved him, but that she didn't like it. She wanted to ask him what he felt for her, but she was terrified of his answer. Carter had been right. She didn't have the strength to survive his answer yet. Maybe one day when it seemed less important, but right then it seemed like her world hinged on it.

"Tell me how to fix it." It was a plea. Chuck rarely lowered himself to that level, but she could read the desperation all over his face. It scared her more than anything. Right then it felt like everything was slipping away from them, all the possibility… all her hope.

She shook her head and looked away from him again. It hurt her to see him so unsure of himself. Uncertainty didn't belong with Chuck Bass. He was supposed to just know. The reality that he was mere mortal man shocked and dismayed her. She needed him to be something grander. She needed there to be some reason behind his actions, some explanation that could wash all her hurt away. She needed him to love her, and she wasn't sure he ever could.

She turned back to him after a moment, and slowly drew her eyes up until they locked onto his. The blackness that met her stole her breath for a moment. She'd never truly let herself see how broken he was until that moment.

"I can't tell you how to fix this… I don't know how." She shrugged her shoulders, but didn't look away. "I want… I want so many things from life, Chuck. I want so many things for myself – from myself… I want things from you, too, but I don't think you're ever going to be able to give them to me." He was shaking his head the minute it left her lips.

"I can." He seemed so sure, so solid and steady. "Tell me what you want. I can do it."

She desperately wanted to believe him.

She didn't.

"I want someone who's going to be there in the morning." The words escaped her before she could call them back, and in the end she couldn't regret them. They were the truth down to its core. "I need someone who wants to be there in the morning." He looked like he was going to argue for a moment, but when she said her last piece all the fire went out of his eyes. She'd won, and it hurt like hell. "That's not you… is it?"

The child inside of her was dying for him to tell her she was wrong. She wanted him to morph into her fairytale prince, spouting poems of undying love, and promising her that he'd never hurt her again. He was this man that she needed, and he'd just been a fool that morning. Chuck had never lied to her though, and he didn't then. She both loved and loathed that about him.

He turned away from her, and walked over to the railing. His shoulders sunk in, and he pulled out a cigarette from his pocket. He took his time lighting it, and sucked in a long drag. Blair wasn't sure if he was ever going to answer her, but after a few minutes he finally began speaking again. He never looked at her, though.

"I want it to be." His voice was barely above a whisper, but she heard him like it was a roar. It was everything she dreaded, and everything she already knew. "I could try…"

"I think you'd fail… I think I'd end up hating you for it." She wished more than anything that she could be so sure of them. She wished that she could be that towering strength they both needed her to be, but she wasn't there yet. She was still trying to fix herself. She couldn't start fixing him, as well. Life had truly warped him, and Blair was just beginning to see the damage left behind.

Silence lingered between them. Blair stepped up to the railing beside him, and they both stood there staring at what felt like nothing. She wanted to reach for his hand and take it all back. The truth couldn't be erased, though. It lasted through all the lies, and Blair was just old enough to understand that. One truth had more power than a million lies. Blair's truth was that she was tired. She was exhausted, really, and she just couldn't wade through the deep waters that were Chuck Bass… Not right then. She still needed to figure out Blair Waldorf.

He finished his cigarette and turned to look at her. Blair stared right back.

"What do we do now?" He sounded like a confused child, and she almost laughed. It was too sad, though. "If you want me out of your life-"

Blair was horrified by the thought, and immediately shook her head. She didn't know what she wanted, but she knew it wasn't that.

"Friends." She couldn't believe they were right back where they'd started, but there was no other direction for them to go. She didn't want to let him go, and she knew she couldn't trust him with anything more. She'd already invested too much of her heart in him, and she knew she needed to start distancing herself. It wouldn't be easy, but she could force their relationship into a new mold.

"We tried that." He reminded her. He didn't look very certain that it could work again. It was ironic that their roles had switched so drastically. For so long all she'd wanted was for him to want more. Now, all she needed was for him to accept less. In the end she knew he would, because he knew himself well enough to realize he could never provide anything more.

"I don't think I ever really tried that, Chuck." She admitted with a sad smile. She'd always wanted more, and maybe she'd even counted on her persistence paying off in the end. He'd been the grand sweepstakes prize in her life, and she'd clawed her way into his life until there'd really been no other option for either of them. She wanted to regret it, but she couldn't.

"Maybe I didn't, either." He reached out, and ran his hand along her cheek. She stared back at him. It felt like something was being ripped from her in that moment, and she just wanted to enjoy it a second more before the excruciating pain set in.

He finally pulled back and turned away from her. She turned as well, but neither of them walked away. She wanted to say more. She wanted to extend this moment for as long as she could, because she knew what she had to do now, and she didn't want to do it. Not yet. Not right then. She wanted to be weak. She needed to be wrong. She couldn't let herself.

"I'm still going back to the city." He said nothing. She thought he might have nodded slightly, but she couldn't tell. She knew that would be her goodbye, and she was grateful for it. She couldn't go through another big production with him. She needed to breathe without him for a while.

Her hand ghosted across his own for a second before she turned and slipped back inside. She went right to her room, and pulled out her suitcase. She was halfway through packing when her door opened. She expected to find Serena, which was why she was nearly gob-smacked when she found Nate standing there awkwardly. He was edged in between the doorway and her room, and he looked so out of place that she had to smile.

"You can come in." She told him before turning back to her suitcase and continuing her packing. She listened as his footsteps neared closer and the door clicked behind him. He stayed silent for a few minutes, and she became impatient. "Did you need something?"

"You don't have to go back home, Blair. No one wants you to. In fact, I think Serena might actually lock you in if you try." He was trying for levity, but it fell flat between them. Blair said nothing. "Hey… Can you stop for a second?"

Blair instantly stilled her movements and turned to meet his gaze. Nate was so out of his depth, but she appreciated him trying. "I need to get out of here. I need to be away from all of this for a while… Can't you understand that? Everything has just become so…" Blair shrugged and turned back to her packing. She didn't want to get into this again.

"Complicated." Nate finished for her, and he spoke as someone with a direct personal knowledge of the concept. Blair figured he probably did with whatever he had going on with Serena. It seemed like they were all doomed to this screwed up existence they'd been groomed for. "I get that, but running doesn't fix things. It usually makes it worse… Chuck cares about you."

Blair stopped again, realizing this conversation wasn't going to go away until she had it. She walked around her bed and climbed on. She waited for Nate, but he just stared at her until she patted the spot beside her and he finally sat down.

She paused as she chose what she wanted to say carefully. Nate was definitely a pipeline back to Serena or Chuck or both, and she wasn't sure what she wanted to give up on that front.

"I care about him, too. Maybe I always will, but I just… I can't let him break my heart." She decided to be blunt, to save them both the awkward run around that could easily occur in this conversation.

"He might surprise you." Nate was loyal to his core. He loved Chuck. He saw the good in him. He'd probably known Chuck the longest, which meant he should have seen the bad, as well, but there was something inherently innocent about Nate. He had blinders on to people's faults, and Blair envied him that, but she couldn't live that way. It inevitably left you crushed when people failed you.

"He already did." The finality of that statement set in on Nate, and he nodded his head. He still didn't move, though. Blair wasn't sure what he wanted, but he just looked so sad that she couldn't kick him out. "Everything okay with you?" She ventured, unsure. She and Nate really didn't have the share-and-care type of relationship, but she decided she could try.

"I was just thinking maybe you're right. Maybe these kinds of things really are doomed." He looked completely desolate for a moment, but it was gone in a flash. A sudden smile overtook his features, and he leaned in, giving Blair a surprising hug. He jumped up then and told her to call for him when she needed her bags brought out. She kind of loved him in that moment, and she really hoped that whatever Serena was doing with him would work out better than the disaster that had been her and Chuck.

Blair finished packing and called the car around. She'd tried to book herself a flight, but she'd been informed that Chuck had already scheduled the jet for her departure. It was a kind gesture, and she almost went to thank him. In the end, she decided that it would be best to leave well enough alone for now.

Serena followed her outside, and she seemed surprisingly alright with Blair leaving. Blair was cautious, though. Serena could be very mercurial. You never knew what mood swing was just around the corner. Blair had expected at least one curse leveled against Chuck Bass, but all Serena had said was that the city would be beautiful this time of year.

"Okay… I guess this is goodbye…" Blair stared at Serena, still waiting. Serena smiled and pulled Blair into a tight hug. Blair hugged her back, but she was still a bit nervous. "Nothing else to say…?"

Serena shook her head. "Call me when you get in. Don't let Eleanor drive you crazy. You know it comes from a place of love." Blair rolled her eyes. Serena always had an excuse for the crappy parenting they were both subjected to.

Serena turned to walk back inside, but Blair just couldn't let it go. "You're not upset I'm leaving?" She asked incredulously. She'd almost been counting on Serena trying to stop her. It had been her last ditch chance to stay, and give up this whole Miss Independent plan. Now she wasn't even being given the option. It was disconcerting.

"No way." Serena was adamant, and that stunned Blair even more. "I want you as far away from Chuck Bass as you can get." Blair sighed. She should have left well enough alone. "I'm not going to drag this out with you, but you know how I feel. He's toxic, and I'm glad you're washing your hands of him. You'll never have to see him again." Serena was practically busting at the seams with joy.

Blair almost just left it at that. Explaining to Serena that she and Chuck were still planning on being friends seemed like more hassle than it was worth, but Blair knew it would come up eventually. She might as well be done with it now when she could hop in a limo, and escape before Serena erupted.

"Actually, Chuck and I decided to be friends. Just friends." She clarified for good measure. Serena's smile dropped instantly. "I care about him. I won't explain that or apologize for it. It is what it is. He did a crappy thing, and he hurt me, and he knows it. I'm not excusing him. I'm not laying down and taking it. I'm choosing to put it behind me and focus on better things, like myself." Blair smiled as brightly as she could manage. This day, hell, this _summer_ had battered her pretty badly. She needed some recovery time.

"You know what I think." Serena said nothing more. She leaned in, hugging Blair one more time before she headed back into the house.

Blair took one last look at her one-time paradise, and smiled. One thing was for sure, she'd never forget Greece.


	18. Still I Can't Let You Be

**AN: And I'm back… I wanted to first say a huge thank you to everyone who has continued to support this fic through my sometimes annoyingly long breaks in writing. I am a reader of fanfic as well as a writer so trust me I get how frustrating that can be. I'm really trying to push myself through continual updates with this one, because you have all been beyond understanding, and so phenomenal with all the reviews. I truly enjoy reading everyone's takes on what I've created (or maybe borrowed and revamped? LOL). There have been quite a few times where reading one of your reviews really made me take notice of a pattern in my own writing, and allowed me to delve deeper into things I'd already brought up. I thank you for that. You've all been a huge part of the creative process with this fic. I've adored taking Chuck and Blair on this journey, and I still have much more to come. **

**I wanted to do a special shoutout to the fanforum CB thread girls. From the reviews on here I finally ventured over there, and I was really blown away by the amazing support for this fic that I found. The fanart, the reviews, THE THREAD TITLES (loved them!) all made me feel warm and fuzzy inside. I especially loved the picspams dedicated to the chapters, thank you Tweety. Truly inspired! If only I could steal EL, and force them to put this to the screen, haha. Thank you, thank you, thank you! I promise to do my best to keep FE going while we all survive this painful drought on the show. **

**Also, I wanted to do a special author's note on the issue of Dan/Blair. I usually don't address these types of issues, and let the writing speak for itself, but I understand that with everything currently on the show DB is a sensitive issue. Let me be clear (and hopefully relieve you all) DB WILL NEVER be romantic in this fiction. I don't even want to torture you with the possibility. I pretty much can't stand Dan on the show, but I think at one point he had potential, and I'm trying to use that in this fic. I don't even intend to delve into a deep DB friendship, but I do think it's been fun to play around with their interactions. Never fear though, DB are not happening in this fic. Put that anxiety aside, and relax through their scenes. I wouldn't do that to any of you. ;) I make no other promises though.**

**Okay, now I'm done!**

**Fake Empire**

Chapter Sixteen.

_If you don't love me, pretend  
A few more hours, then it's time to go.  
And as my train rolls down the East coast,  
I wonder how you keep warm.  
It's too late to cry, too broken to move on._

"Blair, you've got this. I don't know why you're even stressing at this point. The headmistress loves you. Our teachers love you. The committee members love you. You're definitely getting chosen as the school's liason with the Vanderbilt foundation."

Serena was doing her best to be soothing, but Blair didn't believe a word of it. She was a senior now. She ruled Constance. She was beloved by her teachers and feared by her peers. Her plans for her final year were going perfectly. There was only one tiny glitch: the liaison position. Blair had known about this opportunity since she was a freshman, and she'd always been confident that she'd land it easily. There was one problem, though… Evelyn Bass. Evelyn sat as co-chair on the Constance project, and Blair just knew Evelyn was going to screw this up for her.

To say that Evelyn didn't like Blair would be an understatement. She looked at Blair like she was her greatest enemy. Blair honestly didn't understand it. Her friendship with Chuck, while close, had never intruded upon his relationship with his mother. Chuck had hated Evelyn before Blair ever came into the picture, and Blair did her best to stay out of those muddy waters. Still, Evelyn had it out for Blair, and this was the perfect way to spite her. She'd be so embarrassed if she didn't get it now, because everyone thought she was a shoe-in. Even the girls running against her had all but admitted defeat.

"Evelyn Bass does not love me," Blair sighed dramatically and threw the two dresses she was deciding between onto her bed. Serena, who had been lounging there looking through some magazines, finally looked up at that. "She hates me, Serena."

Serena shook her head. "I think you're imagining it. She barely knows you. It's not like Chuck is bringing you to their Addams' family dinners." Serena and Blair both cringed at the thought. "She's just unfriendly in general. You take it too personally."

Blair shook her head. "You don't get it… It's like she sees me as a threat or something. She's open about it. Any time I have the unfortunate luck of running into her she's always attacking me in some way. She's sure to do it when it's just us, though. The minute Chuck or Bart are around, she just stands there coolly detached like I don't even exist. She's a sociopath." Blair groaned and flung herself back on the bed beside Serena. "I'm so screwed."

Serena frowned and let out a defeated sigh. "I loathe to suggest this, but… You could always ask Chuck to speak with her. Not that I like to encourage that particular bad habit of yours, but she is his mother, and he'd pretty much do anything to get back in your good graces."

Blair rolled her eyes at Serena. They'd gone over this so many times. Serena hated Chuck. Chuck was not entirely fond of Serena. Blair did her best to keep them separated, and lately that hadn't been much of a chore. Senior year activities had kept Blair busy, and Chuck had done his best to back off. That didn't mean he didn't send her a dozen texts a day just to get under her skin, but he'd been understanding of the distance she'd forced between them. Blair knew that for them to ever be as close as they once were, she had to stop being in love with him. A real friendship couldn't work when one side of it was eternally hoping for more.

"Chuck is busy," Blair brushed Serena off quickly. In truth, she'd been thinking about calling him about this all month. She just wasn't sure she could ask him to suffer through another awkward encounter with his mother. Chuck's relationship with her was strained enough as it was. Blair had a feeling that if he tried to push Blair's case, Evelyn would go in the other direction just to spite Chuck for asking.

"With what?" Serena prodded. "He drinks, does drugs and hooks up with skanks. I'm sure he can pencil in a quick conversation with his mother. He owes you, B." Serena was so emphatic that Blair began to consider it more. "You deserve this position, and no one should hold you back." Serena picked up Blair's cell phone and handed it to her. "Call him."

Blair stared at it contemplatively for a moment. She knew for a fact that Evelyn was already in town. Chuck had been sending Blair SOS texts for the past two days as he hid himself away from her. If she called him he'd most likely do it, but it just seemed so cruel. Serena really didn't understand the awful relationship Chuck had with both of his parents. It wasn't Lily levels of abandonment, or even Eleanor's controlling love. It was something so much worse. Bart barely tried to hide the loathing and disappointment in his eyes, and Evelyn switched between resenting her only child and obsessing over him. It creeped Blair out.

"Do it. You want this. You deserve it. This is the way to get it done. Aren't you always telling me where there's a will there's a way? Here's your way." Serena was unrelenting.

Blair finally cracked and grabbed her phone. She hit her speed dial quickly before she could chicken out. The minute it started ringing, she stood up and headed into her bathroom. She could never talk to Chuck with Serena hovering. Their growing mutual animosity put her on edge.

"Hello." He sounded grumpy, and Blair cringed.

"Bad day?" She guessed, trying to sound as light-hearted and friendly as she could manage. It was a feat when her stomach was crawling with nerves. She really wanted this position, but she was reconsidering how much in that moment. This could turn into a disaster. Evelyn was so unpredictable. For that matter, so was Chuck.

"My mother," was all he said. Blair didn't need more to get it, which was why she was definitely not asking him the favor.

"Why're you calling?" Blair was stung by his gruffness, and didn't respond. He clarified quickly, sensing his misstep. "I mean, I figured you'd still be with Serena. We both know how she feels about me."

Blair hated the sudden flooding of relief that went through her. Chuck had been so careful with her lately, and she'd enjoyed it. After putting up with his constant mood swings for so long, it was nice to have the shoe on the other foot. It didn't help her on her stop loving Chuck mission, but you couldn't have everything.

"Serena is… fine." Blair didn't want to offer anything else. "I just needed a break from picking out my outfit. Nothing looks right." She frowned, remembering that was another problem she still had to deal with. It felt never-ending lately.

"Everything looks right on you. Trust me."

Blair ignored the innuendo in his voice. "No," she disagreed. "I'm going to look awful. I probably won't get this thing, anyway. I don't know why I'm letting this get to me. It's just some stupid position. I don't need it. My transcripts already amazing. Yale is going to accept me." This was more of a pep talk for herself than for Chuck. She just wished she believed it.

"Stupid position?" He sounded incredulous. "You've been talking about this damn thing since classes started." He paused, but she didn't respond. She was already wishing she'd never called him. "Tell me what's going on… You called for a reason."

Blair hesitated. She was too overwhelmed to even think of a convincing lie. "Never mind. I need to get back to Serena. I'm in a serious fashion crisis. I'll speak with you later-" She was about to hang up when he interrupted her.

"I'll call Serena if you don't tell me." It was a clear threat, and she ground her teeth together in annoyance. She hated how those two used that against her. "Blair…" He waited impatiently.

"Your mother is on the deciding committee… Your mother hates me." She didn't want to say anymore. He could take what he wanted from that.

"Oh." His voice was flat and defeated, and her heart skipped in her chest. She hated when he sounded sad like that. It was always his parents that brought it out, and a fierce sense of protectiveness never failed to wash through her. He deserved so much better.

"I'm sure it'll be fine." She brushed it off. She just wanted him to stop thinking about his mother. "I'll call you later." She didn't hang up, though, and he still didn't respond.

He eventually sighed, and she waited in anticipation. "I'll talk to her. No promises." He warned.

Blair was pleased, but nervous as well. As much as she wanted this, she didn't want it at the Chuck 's expense. Evelyn would not take this request lightly. She might eventually cave and go along with it to get into Chuck's good graces, but Blair was sure Evelyn would always hold it against her. This would look like a power move to her, and Blair cringed at the theatrics the next time they came into contact.

"Thank you, Chuck." He said a quick goodbye, and hung up.

Blair walked back to Serena and sat beside her on the bed again. "He's going to do it."

Serena smiled big. "Good. I'm sure the little prince can convince mommy dearest. If not, I'll try to get a hold of my mom and see what she can do. And if that fails, we could call Nate to work on Anne."

That surprised Blair. Serena hadn't mentioned Nate in weeks. It was clear that whatever had happened between them in Greece was over, and Serena was back to her hard partying ways. Blair knew of at least three guys Serena claimed to be seriously seeing. None of them were Nate. Blair hadn't asked her, though, because she knew she didn't want Serena digging into her personal business with Chuck – her now non-existent personal business with Chuck – but it still stung.

"Call Nate?" Blair couldn't help herself.

Serena shrugged, and looked back down at her magazine. Blair stared her down, and Serena finally gave up the pretenses and looked up. "Nate is our friend." Serena pointed out obviously with a look that was clearly supposed to make Blair feel dumb.

Blair nodded. "He's definitely my friend."

Serena got instantly offended. "Nate is my friend… Did he say he wasn't?" She looked seriously concerned. "He's my friend." She repeated, as if saying it enough would make it true again.

Blair said nothing. In truth, Nate hadn't mentioned Serena at all. Blair had seen him quite a few times in the past month over at Chuck's, and he was usually surrounded by a gaggle of gorgeous girls vying for his attention. Sometimes they succeeded, sometimes they didn't. He always had a sad look in his eyes, though, and Blair's heart went out to him. She feared she'd see the exact same thing in the mirror if she ever let herself look hard enough.

"And what about you and Chuck?" Serena was on the defensive, and Blair regretted ever pursuing this. "You act like everything is fine and that nothing has changed, but I don't buy it. You had sex with him. That changes things. It has to; it's like a rule or something." Serena faced Blair defiantly, daring her to disagree.

Blair looked away. She couldn't deny it. She really wished she could, but she knew no matter where she and Chuck landed, sex had changed things. She felt so much more aware of him now, which had seemed impossible before. Now, when he sat beside her, put his arm around her, or even casually touched her hand, she got jittery. Some would be romantic and call it butterflies. She was a realist and knew it was just nerves. He made her nervous. Whatever boundaries had once been between them didn't exist now. All that was left was Blair's will power, and when she was drinking that took a serious nosedive. She did her best to stay completely sober, and when she slipped up, she tried to glue herself to Serena. She was terrified of having one glass of champagne too many and finding herself alone with Chuck. God only knew what would happen.

"Exactly." Serena smiled smugly.

That irked Blair and, instead of being smart and leaving it alone, she began pushing again. "Did sex change things with you and Nate?" She asked meanly. "Is that why he can't stand to be around you now? At least Chuck still speaks to me." Blair felt sick when tears sprung up in Serena's eyes, but she still didn't back down. It wasn't in her nature. Serena had started this. It wasn't her fault.

"That was cruel." Serena whispered, looking away to wipe her eyes.

"But not untrue." Blair returned unrepentantly.

Serena got fired up again. "Chuck speaks to you, but he doesn't _talk_ to you anymore, Blair. He walks on eggshells around you, and everyone can see it. You can see it, too, and I know it drives you crazy. Whatever connection you had with him, you killed when you slept with him. You just became another girl to him then. Ordinary." Serena hit her right where it hurt.

Both girls just stared off against each other. Blair wanted to smack Serena and order her to get out. She held herself back, though. Serena's words only had as much power as Blair gave them, and she refused to give them any. Serena was wrong. She was jealous, and she was hurt. Blair was not ordinary to Chuck. She knew that. She felt that. Serena could not be right. Blair's cell began ringing, pulling them out of their glaring contest, and she quickly answered it.

"Yes?" She answered curtly without even checking who it was.

"Come over." It was Chuck, and he hung up before she could even respond.

This usually would have irritated her, but right then she was looking for any excuse to get away from Serena. She jumped up from the bed quickly and grabbed for her purse. She stuffed her phone in and found her shoes beside the bed. She slipped them on and grabbed her jacket without ever looking at Serena.

"Blair?" Serena finally cracked.

"I have somewhere to be. You know the way out." Blair stormed out of the room, but managed to do so with her head held high. She and Serena would find a way to fix this later, but she didn't have the energy for the damage control right then.

Blair made it to Chuck's quickly, but she waited outside the elevator banks for a good five minutes before getting the courage to step inside. She was terrified that Evelyn was in residence, and she knew that a confrontation after whatever went down with Chuck would be awful. After the nasty fight with Serena, Blair wasn't sure how much more she could deal with that day. She needed a break from drama.

The doors finally dinged open at the top, and she stepped out cautiously. There was no broken vases or overturned chairs. That was a positive sign. She walked further in and paused, listening for anyone around. There was dead silence… That seemed ominous. Blair pulled out her phone and texted Chuck to find out where he was. She wanted to take the most direct route to him so she could avoid everyone else.

Her phone had just buzzed with a response when she heard the clicking of heels behind her. She knew it would be too lucky for it to only be a maid. Slowly, she turned towards the sound and came face to face with Evelyn. She had a twisted smile on her face, and her eyes looked glassy and out of focus. She was hopped up on something. Blair clutched her phone tightly, and started repeating various French phrases in her head. She couldn't think too much about Evelyn or she what was about to occur. Still, panic was acute in her chest.

"Why am I not surprised?" Evelyn slithered right up to her. "He probably called and begged you to rush right over, didn't he? My poor little boy. So sad. So abused," Evelyn sneered, and Blair had to look away. She was no longer as afraid of Evelyn losing it on her as she was afraid that she'd lose it on Evelyn. "What, nothing to say, little girl?"

Blair focused all of her resolve and turned back with a blank expression. "I was just about to find Chuck." Blair tried to walk past her, but Evelyn reached out and grabbed her arm. Blair forced herself not to flinch when she felt the nails digging in. "Mrs. Bass…" She didn't know what to do.

"I don't get it." Evelyn stepped in even closer to Blair and stared down at her face.

"Get what?" Blair hated herself for asking, but she had a sick sort of fascination with figuring this woman out. She knew it shouldn't have mattered, but this was Chuck's mother. This woman explained so much about him, and yet she added to the mystery of him as well.

"What he sees in you," she answered coolly. Blair flinched. She hated herself for it, but Evelyn was chilling her to the bone. Evelyn lifted a hand and ran it across Blair's cheek. It should have been a kind gesture, but it just felt mean coming from her. "I suppose you're beautiful. Perhaps you remind him of me?" She laughed at this. Blair felt sick. "You'll never have him, though. Not my boy. He'll destroy you. It's all he knows. You mustn't hate him for it." There was a threat there.

Blair said nothing. She couldn't move, either. She just stood there, completely terrified and disgusted.

"Get away from her," Chuck practically growled from behind them as he descended the stairs two at a time. Evelyn slowly took a step back and dropped her hand from Blair's cheek. She was in no hurry, though, and it was clear she regarded Chuck's obvious anger as barely a concern.

Chuck came up beside Blair and slid his arm around her. Blair wasn't sure he even knew he was doing it, but he was rubbing a soothing hand across her lower back. It made her even sadder that Chuck had to comfort _her_, when she should be the one comforting him. After all, this beast was his mother. Blair hated Eleanor at times, but nothing she ever did compared to the pure malice she felt coming from Evelyn. It was horrifying, and all Blair wanted to do was grab Chuck's hand and drag him out of there. She never wanted him to have to go back.

"Don't be dramatic." Evelyn turned to her son and frowned. She was swaying on her heels, and Blair could see that whatever she took was really taking hold of her. "Blair and I were just getting a few things straight, darling." Evelyn turned to Blair with a cold smile. "Weren't we, Blair?"

Blair said nothing. She wouldn't play into this farce.

Chuck looked between his mother and Blair carefully. He kept a steady hand on Blair and looked like he was ready to pounce if Evelyn made any sudden movements. He was protecting her, she realized, and that's when tears began stinging behind her eyes. This entire fucked up situation was just too much.

Chuck stepped into Evelyn's space. "You're going to leave her alone. Do you understand me?" Blair had never seen him more furious. "She's off limits. You don't play your fucking games with her. Not her." He was gritting his teeth, and Blair could feel the anger rolling off of him. He was going to snap at any moment.

Blair pulled him back, away from his mother. "Come on, Chuck," she whispered, trying to persuade him to leave with her. "Don't," she pleaded. She was practically yanking on his shirt to get him to walk away, but he was rooted in place.

"She's special?" Evelyn laughed. Chuck said nothing, just stared his mother down. Evelyn's face turned from cruel amusement to genuine anger. "Don't tell me you think she _loves_ you?" She laughed in his face, and it was a bitter sound. Blair began pulling on Chuck again, terrified of what would come next. "She doesn't, Charles. She couldn't. You're just like me. Poison. She doesn't love you. She'll leave you. I'm your mother. I know." She wobbled, and Blair reached out instinctively to steady her. She slapped Blair's hand away, directing her wrath to its next target. "Don't touch me."

Chuck laughed out loud. His whole body shook with it, and Blair turned back to him with concern. "Jesus, just let her fall." He was coming apart at the seams, right before her eyes. "You're so fucking proud." He moved in closer to Evelyn, getting right in her face. All traces of amusement vanished, and his face was a stone. "And you're so fucking wrong," he whispered.

Evelyn smirked. She knew she'd gotten into his head. "Am I? Look at her, Chuck." Evelyn and Chuck both turned to inspect Blair then. Chuck clutched her tighter, while Evelyn perused her like she wasn't even human. "She's just a silly child. Beautiful, yes, but beauty fades. Loyalty does, as well. You amuse her now, but she doesn't know you. She can't see all the rotten parts, and when she does she'll hate you, just as your father does. He hates the both of us."

Chuck staggered and released Blair. Blair wanted to punch Evelyn just to shut her up. The damage was done, though. Chuck looked like he'd been knocked upside the head, and his mother was preening over her accomplishment. The entire thing was beyond evil. Blair could no longer just stand there.

"Stop it." She was seething when she finally spoke. Her best efforts to control her emotions were failing her. "He is not you."

Evelyn whipped around to face Blair. The shock was apparent on her face. She hadn't expected Blair to say a thing.

"Blair…" Chuck tried to intercede, but he was exhausted, and Evelyn had zapped him of whatever courage he'd had.

Blair couldn't back down. "Chuck _is_ loved. He is not you. He will never be you," Blair emphasized.

Evelyn advanced on Blair quickly, but Blair didn't back down. She couldn't show any fear or Evelyn would win, and Chuck would believe every awful thing she'd said just like he had all his life. "You stupid twit."

Another voice sounded behind them then, shocking them all. "Enough, Evelyn."

It was Bart Bass.

All three of them whipped around to face him. He looked beyond furious as he advanced on them. Evelyn shrank back, already seeming smaller than before. Chuck looked down, once again seeming like a lost little boy. Blair held her head high. She was running on pure adrenaline at that point. All she knew was she couldn't let this continue. She couldn't let Chuck buy into all the horrible things his mother was saying.

"Oh, Bart. You're home." Evelyn's nerves were showing.

"What in the hell is going on here?" He looked between the three of them. Evelyn stared up at him glassy-eyed, and he quickly realized she would be of no help. He stepped towards Chuck, but Blair moved closer to him, catching his attention. "Miss Waldorf, I apologize. I'm not sure what I've just walked in on, but I assure you it won't happen again. Charles, take your friend upstairs." He turned to Evelyn with disgust. "I'll handle this."

Chuck nodded and reached for Blair's hand to pull him away with her. Blair glanced back at Bart quietly berating Evelyn, and she didn't feel an inch of pity for the woman. Whatever she endured in her marriage was no excuse for what she subjected her son to. The dynamics were starting to become clearer, and Blair wished for ignorance again.

Chuck pulled Blair into his room with him and shut the door behind them. He immediately went to his window, cracked it open and pulled out a joint. He had it lit within a minute, and Blair just watched him in horrified fascination. This was how he coped, and it scared her. Chuck's excesses were how he survived, but Blair wanted to help him in other ways. Maybe everyone was right. Maybe she did want to save him. Maybe he needed to be saved, because after what she just saw, she knew he couldn't be okay. No amount of drugs, alcohol or sex was going to fix that. Blair didn't even delude herself into thinking _she_ could fix that.

Blair walked over and slid onto the inside ledge beside him. His hand was slightly shaking as he held the cigarette, and she reached out, placing her own over it to still it. He closed his eyes and took in a deep breath before putting out the joint. He never looked at Blair, though. She could feel the shame rolling off him, and she wished more than anything to take it away. She didn't want him to feel embarrassed in front of her. Nothing that had happened was his fault. She knew that. She'd scream that from his freaking rooftop if he needed, but she worried he'd never truly believe it no matter what she said or did.

"She's just hopped up on something," he explained. Blair nodded. They both knew it was more than that. The drugs had exacerbated her, but that was still his mother. She'd meant every word she said. He finally turned to her and met her eyes for a brief moment before looking away again. "You should go home. I'll speak with my dad, and he'll make sure you get the liaison position."

Blair shook her head. She'd forgotten all about that. "I don't care, Chuck. That doesn't…" She reached out to touch his face and guided him back around to meet her eyes again. "That doesn't even matter to me. I'm here. I'm not going anywhere." His eyes reflected so much pain and hurt that she wanted to cry. She held it in, though; she knew her tears would scare him.

He stared back at her for a few silent minutes. There was a war brewing in his eyes. She wasn't sure what he was fighting, but once it passed he nodded and leaned into her touch. She became braver, wrapping her arms around him and pulling him into a tight hug. He was stiff for a moment before he finally let go and became pliant in her arms, gripping her tightly against him.

They stayed like that for a while, just holding one another. He buried his face in her neck, and she was sure she felt the dampness of his tears but never pulled away to check. His pain was private, and she was scared of overstepping her bounds. He could close up and turn her away at any moment. He didn't, though. He just fell apart in her arms, and she did her best to hold him together.

Eventually she got up and pulled him over to the bed with her. She pulled back the covers and climbed underneath. He stared at her for a brief moment, clearly considering, before kicking off his shoes and getting in beside her. He immediately came back into her arms, and she ran her fingers through his hair, trying to soothe him like she would a child. He allowed her to take care of him in a way he never had before, and her heart swelled with love for him. Everything she'd been trying to kill just kept growing bigger and bigger. It was all encompassing in those moments, and she wanted nothing more than to run away with him.

"I'm sorry," he whispered some time later. Dark has taken in the room as night leaked in. Blair had thought he was sleeping, so it surprised her when he spoke. "I should never have asked you to come over. I knew that she was tweaked…" He rolled away from Blair onto his back, and she felt his absence like a physical wound.

"We both know that was not your fault." Blair was scared if she said much more she'd end up going off, and he didn't need that. "Why did you ask me to come over?" She wondered out loud, never really expecting an answer.

"I wanted to see you," he admitted quietly, turning on his side to look at her again. Blair read him easily, and so badly wanted to sink into his embrace. Serena had been right. Nothing was the same. "Blair…" He reached for her and drew her in closer. Her forehead fit softly against his own, and they just stared at one another, so much unsaid, before he leaned in to kiss her.

Blair savored the feeling of his lips sliding against hers for a few stolen moments. His hand came up to cup her face and pull her in closer. When she felt his mouth opening over hers, becoming more demanding, she finally leaned away from him. As good as it felt, she couldn't deal with the ramifications later. She didn't doubt that he wanted her, but she was equally sure he'd pull away again after. Chuck knew no other way.

He flipped onto this back again and looked away from her. Neither of them said a thing for a while. Her heart was still beating off key, and when she looked over at him, she saw him clenching and unclenching his fist beside her. She reached down, and laid her hand over his. He instantly stilled.

"Why not?" He asked, sounding a bit like a scolded child.

Blair smiled to herself. "It doesn't work between us." That was the easiest way she could think to say it without placing another heap of guilt on top of him. His mother had done enough for one day. Blair just could not get into the reasons of why she couldn't trust him with her heart.

"It could." He turned over again and slid his arm around her waist. He stared up at her with pleading eyes, and she felt herself drowning in him. She _wanted_ to drown in him, and that scared her.

She shook her head. She had to hold onto her resolve or she'd be lost. "You know it can't… You can't." She whispered this last part. She didn't want to cause him any unneeded pain, but she also needed him to get this, and let it go. If he kept pushing, she might falter, and she didn't want that. She had to be strong.

"When you told my mother that I was loved… What did you mean?" Blair knew what it cost him to ask her that, and she was startled that he'd even done it. Blair didn't even know that Chuck had been listening to her conversation with his mother at that point.

"Just that people love you, Chuck." Blair was growing uncomfortable. She knew what he wanted, but she couldn't give it to him. It would hurt too much when he didn't say it back.

"Who?" He whispered, unrelenting.

Blair closed her eyes and said nothing.

"Blair…" It was a plea. She just didn't know what he wanted. "No one's ever stood up to my mother for me before. My father yells at her all the time, but it's not… not for me." Blair turned back to him as his voice cracked, and she was startled to find him looking right at her. He was pure raw emotion. "Thank you." There was so much reverence in how he said it, and how he looked at her, that she felt the emotion choking her as well as him.

"Always." Blair turned in his arms and snuggled into his side. He wrapped his arms around her, and they lay back against the pillows. Eventually his breathing evened out and his heartbeat slowed down. She spent the rest of the evening lying in his arms, listening to him breathe, praying it would hurt less in the morning. She texted Serena around ten, begging her to make excuses to Eleanor. Serena grudgingly agreed, no questions asked for now. Blair had known she would, and that was why she loved her.

In those dark hours, Blair realized it was futile to attempt to stop loving Chuck. He was a part of her now. His pain felt like her own, and she knew she'd do nearly anything to help him through this. She refused to believe there wasn't a way out of this hell; a place he could escape to. One day she'd be there with him when he made it. She didn't fool herself into believing that there was a happily ever after in their future. She'd meant what she'd said to him. Romance was not in the cards. He was too broken, and she was too afraid. She's stand by him, though. She'd hold him up when he fell down, and she'd fight for him. No matter what, she promised herself, she would fight.


	19. Little Lion Man

**AN: I'm so glad you guys are enjoying the effery that is the Bass family. I intend for them to be a big part of this story, as they so define Chuck Bass. Family dynamics are fun (and crazy). Just wanted to clear up a quick question that I saw asked a few times in review. Chuck doesn't technically live with Bart and Evelyn. He is mostly at the penthouse by himself. His mother is rarely in town which I've tried to hint at before. And Bart has other ressidences he stays at as well. The penthouse is kind of communal for all of them when they decide to be there, but until recently Chuck hasn't stuck around either. Wonder what's keeping him in town. ;) Hope everyone is having a great new year. I head back to school now so updates won't be as regular. I'm trying to plan it out so I can do one a week, and I think that's doable with my schedule. And now I'm done. ENJOY!**

**Fake Empire**

Chapter Seventeen.

___Weep for yourself, my man  
You'll never be what is in your heart  
Weep, Little Lion Man  
You're not as brave as you were at the start  
Rate yourself and rake yourself  
Take all the courage you have left  
Wasted on fixing all the problems  
That you made in your own head_

"Unfortunately for some, and fortunately for others, I have the same

news to report. The Tin Man was once again prowling our fair city

this past weekend, but his companion for this jaunt has

stayed the same. Dare we say that the Tin Man has settled into what

some might call monogamy? Blasphemy, we're sure. Still, it is with

a heavy heart that this author reports TM was once again seen out with little

Alice. Friday, the dynamic duo shared drinks with Don Juan, and later retired

to Merlin's Tower for undisclosed debaucheries with the likes of Odysseus,

Madame Bovary, the Duchess, and even poor HC. This author finds it

increasingly suspicious that whenever Madame B is around, Don Juan

is nowhere to be found. Perhaps we're just looking for a scandal

where there is none, since TM and Alice have settled into such a staid

routine of only sharing their charms with one another. If this author

knows TM at all, though, we're sure this jaunt into normalcy will soon be

cut short. Even Alice can't tame one so heartless as he for long.

Though, we're sure she'll do her best to try." – D.H

Blair rolled her eyes at the newspaper and passed it to Chuck, who was sitting beside her at the small café at which they'd had brunch that Sunday morning. Dan Humphrey's column was becoming commonplace in her life, but she really resented the personal jabs he often sent her way. She knew there was no love lost between them, but there had been kindness from time to time. He always scorned her relationship with Chuck so much in those blurbs, though, and as much as she tried to ignore them, it still stung. Chuck acted like it was nothing, but Blair wondered if it bothered him, as well. According to Dan, Chuck was now a kept man. Blair found that utterly ridiculous, considering she knew for a fact Chuck hadn't become a monk. Perhaps he was a bit more discreet about it now, but that was as much credit as she would give him.

Chuck glanced through the blurb, and smiled a little before setting it aside. He motioned for the barista to bring him another coffee and picked at the croissant he'd ordered. Blair just stared at him, demanding a reaction.

"What?" He finally gave in and turned towards her.

"What?" She repeated, doing her best impression of innocence. Once upon a time, she had been somewhat innocent. Then he'd sullied her. That made her smirk. She much preferred this ever-evolving version of herself with him by her side. Old boring Blair was a thing of the past.

"I don't know why you let Humphrey's self important musings get to you." Chuck pushed her plate towards her and nodded at the food she'd barely eaten. She didn't touch it, and he frowned. "Blair-"

"I just don't like the tone of it," she interrupted him. "I mean, who is he to think he can comment on my life – on _our_ lives. It's beyond annoying," she huffed. "And untrue." She added as an afterthought, finally popping a few grapes into her mouth.

Dan's commentary on her life had really put her on edge, not to mention she had to have a personal sit down with Anne Archibald and Evelyn Bass on Monday. Though she knew this liaison position was key to her acceptance to Yale, she really hated all the extra time she was forced to spend with Chuck's wicked mother. Their mutual hatred had grown into something fierce, and it was only mid-fall. By the end of the year, they were both going to be concocting murderous plots to get rid of one another.

"How is it untrue?" Chuck's challenge was a surprise, and she just blinked in return. "I do spend all my time with you." Blair knew there was more behind that than a simple statement. He wanted her to comment on their continuing closeness. He wanted something more, but she just brushed it off as she always did now, by looking away and eating more fruit.

Chuck sighed. Blair ignored him. She didn't know what he thought she could really say. She didn't trust him. He didn't even trust himself. That left them exactly where they were, friends. Blair was truly beginning to enjoy this facet of their relationship, but she could admit that she didn't mind his constant reminders that he desired something more. Occasionally, she'd indulge him. She'd sit a bit closer, hold his hand, allow a soft kiss in the darkness of the night when she was sure no one would see. Sometimes she worried she was being unfair, not only to Chuck, but to herself. It was like an addiction, though. She couldn't go cold turkey. She had to wean herself off. Slowly, she was getting Chuck Bass out of her system.

"I think we need to help Nate and Serena," she announced out of the blue. She wanted to change the subject, and her friends had been weighing on her mind lately. Serena was acting out more and more, and Nate was disappearing from their scene just as frequently. It bothered Blair. She needed everything around her to be carefully ordered. She and Chuck were a tangled enough mess.

"I think you're avoiding the subject." He glared at her, but she ignored his anger. She wasn't sure why he was so determined to get into this argument right then, but she wouldn't be participating. He grit his teeth and sighed. "Fine," he agreed unhappily. "Why do we need to help Nate and Serena?"

Blair breathed a sigh of relief. She knew if he really pushed it, she would have caved, and a fight surely would have followed. She was beyond stressed without dealing with his temper tantrums on top of everything else.

"Clearly, they're in love." She regretted the words as soon as they left her lips. Love was such a taboo subject between the two of them. It almost felt that by saying the words she was giving them sway over herself, and she couldn't have that. Love had become the enemy. One minute of letting her guard down was one too many.

"You'd be the expert?" He shot back. His eyes pierced hers, and she was the one to look away again. "This is ridiculous." He threw some money down on the table and stood up abruptly. She watched in horror as he stormed out of the café, leaving her behind. Chuck was not prone to exaggerated displays of emotion, and she was too stunned to even follow him.

Blair remained there for the next few minutes, staring at the door. She kept expecting him to walk back in, apologize for his outburst and resume the day they'd already planned. After ten minutes, she realized it wasn't happening, and she felt like an absolute fool. She glanced quickly around the café and was relieved to find it was mostly empty. No one seemed to be throwing her pitying glances. She was just about to get up and make her exit when a chair scraped behind her, and someone tapped her on her shoulder.

She turned around slowly, being sure to look as poised as possible. This person had clearly witnessed the scene between her and Chuck. "Can I help you?" She asked coolly. Her gaze quickly flicked across the man sitting there. He was on the tall side, had dirty blonde hair that was neatly combed back, and his clothing spoke of understated wealth. Old money. It clung to him and spoke of his roots. The fact that he was attractive made her embarrassment all the worst. She was going to kill Chuck.

"Hello." He had a slightly affected British accent. It soothed her, and she found herself smiling slightly in return. "I'm afraid I couldn't help but overhear your row. Are you alright?" Blair almost bristled at the conversation, but he seemed so earnest that she couldn't. Instead, she nodded. He moved in a bit closer, and smiled widely at her. "In that case, my name is Marcus. May I inquire as to yours?"

He was working the charm, and Blair decided she deserved a little of that in her life. "I'm Blair." She returned easily, not objecting when he stood up and moved into Chuck's vacant spot. "Where are you from, Marcus?" Blair began, already knowing her once-routine afternoon was about to get a whole lot more interesting.

That evening, Blair found herself lounging beside Serena in her bed, telling her all about the gorgeous young Lord she'd met that morning. Serena giggled and cooed at all the appropriate intervals, and Blair felt a lightness she hadn't in a long time.

"So…" Serena stared at Blair with a questioning look. "What comes next?"

Blair shrugged. They'd exchanged numbers, but she wasn't sure she wanted it to go any further than it had. Marcus was attractive, smart and fun to hang out with, but he had one thing going against him. He wasn't Chuck.

"You could invite him to my party." Serena suggested with a mischievous smirk.

"What party?" Blair demanded. This was the first she'd heard of this.

"The one I just now decided to throw," Serena giggled. She reached for Blair's hands and swung them in her own like they were little girls again. "Come on, Blair. I know what's holding you back, and you shouldn't let it. Screw Chuck." Blair gave Serena a pointed look, and Serena busted into full-on laughter. "You seriously have a dirty mind, Blair. I meant figuratively, of course." Blair rolled her eyes, but smiled in return. Serena finally calmed herself down. "Seriously, invite Lord Marcus. Show him off. More importantly," Serena looked directly into Blair's eyes, "enjoy yourself."

Blair took a nervous breath and contemplated Serena's suggestion. She did like the Lord, and it wouldn't be too forward to invite him to a friend's party. In fact, he'd even mentioned that he didn't know many people in town yet and was quite bored. Blair would actually be doing him a favor by inviting him. She nodded to herself and grabbed the cell phone that Serena was shoving in her direction. She dialed Marcus quickly before she lost her nerve, and he answered on the third ring. She appreciated his promptness and smiled. They were already off to a good start. She was formal with her invitation, and he accepted immediately. They hung up with plans to meet for a drink before traveling to Serena's together – his idea.

Serena was practically jumping up and down she was so excited. "Okay, now you have to help me throw this party." She frowned, finally realizing what she'd gotten herself into. "We can count on Lily to be out of town, and Eric isn't supposed to be in from boarding school this weekend – Hey! Maybe I can sneak Eric out, and he could come, too? Yes, my brother is definitely on the guest list." Serena began going off on a tangent, and Blair zoned her out.

Lord Marcus was taking her for drinks. Lord Marcus was attending Serena's party with her. She smiled, liking the sound of that. A small part of her, miniscule really, was a bit concerned about Chuck's reaction or non-reaction. Blair wasn't sure which option she dreaded more. If he flipped out on her, she was going to be extremely pissed off. She'd been clear about the boundaries of their relationship, and it wasn't like he'd been celibate lately. He didn't throw it in her face, but she wasn't a moron, either. If he didn't care, though… That would hurt. It would most surely ruin her evening, and she didn't want that, either. She felt stuck, and she didn't know what to do.

Serena read her change of mood. "Don't go there. Just don't. This is a happy time, Blair. You're going on a date with a freaking prince." Blair shook her head, ready to correct her. "Fine, a Lord. Same difference. The point is that this has nothing at all to do with you-know-who. In fact, I'm not even inviting that Basstard."

Blair giggled. That was Serena's favorite nickname for Chuck, and it had stuck. "You have to invite him. If you don't, he'll come anyway, and you'll be even more pissed. Just invite him." Blair needed him to be there.

"Don't let him mess this up." Serena was deadly serious at that point, and Blair couldn't meet her gaze. She was already figuring out the million ways she could use Lord Marcus to her advantage in her head, and that made her feel sick. She had to stop. Serena was right.

Blair stood up quickly and turned towards the door. "I need to tell him. We had a fight, and… I need to tell him. That way it will be fine at the party." Blair nodded, trying to convince herself as much as Serena.

Serena frowned. "He's going to do everything he can to ruin this for you. Don't let him. He had his chance, and he blew it. _He_ blew it, not you. You don't owe him a thing." Serena was in pep talk mode, and Blair nodded along to everything she said. She needed to hear it. "Lord Marcus is cute, and British, and did I mention cute?"

Blair laughed. "You haven't even seen him."

"I can tell by your blush when you describe him," Serena returned easily. The girls shared a secret best friend smile, and Blair nodded one more time. "Call me later. If you don't, I'll just hunt Chuck down and murder him."

"I'll call." Blair promised, finally heading out.

She made it to the Bass penthouse in record time, but she hesitated in the lobby for at least thirty minutes. She wasn't sure how to approach this subject with Chuck. Did she play it down and tell him that she was bringing a male friend? Did she lie and play it up, saying Lord Marcus was her new torrid love affair? Or, did she do the really terrifying thing and play it straight? That required brutal honesty, and the thought made Blair feel queasy.

The elevator doors dinged in front of her, and Chuck stepped out. He was clearly startled to see her there, and they just stared at each other. For a moment, she was afraid he was still angry and was going to walk right past her. She shouldn't have been worried, though. He reached for her hand immediately and pulled her into his arms. The hug was unexpected, and she was rigid in his arms for a minute before she realized there was no trickery in this. The hug was an apology, a question of forgiveness, and she finally fell pliant in his arms. She only allowed the contact to last for a moment, however. They were in the crowded Palace lobby, and anyone could see. No matter how nice it felt to be held by him, she couldn't put aside her paranoia to let it last.

"I was going to come find you." He told her when she pulled back. She wasn't exactly shocked, but it was definitely not his normal modus operandi. She was the one who always made the first move. Chuck Bass didn't chase. Ever.

"I found you first," she said needlessly, and then glanced around. "Could we go somewhere, and talk… privately?" She dreaded going back up to the penthouse for fear of an Evelyn or Bart encounter, but she didn't want people staring at them in the lobby.

He nodded and grabbed her hand. He pulled her towards the exit and his awaiting car. "Victrola," he explained, and she could already see the tension seeping from his body as they got away from the Palace. Blair didn't have the heart to say no.

They pulled up outside of Victrola, and the driver immediately opened the door for them. Chuck reached for Blair's hand and held her close as they entered his favorite place. Blair felt a bit uncomfortable with the stares they garnered as they walked through the main room, but she did her best to keep a placid smile on her face. Chuck's possessive hold on her could not be missed, and she wasn't sure what he was trying to prove. Whatever it was, she feared fireworks when she explained the reason for her visit.

Vanessa appeared before them with her patented scowl. "Look what the cat dragged in. Where's the rest of your entourage, Bass?" She spared a glance for Blair, but didn't engage her.

"We need a private room." He didn't bother with their standard bickering routine and squeezed Blair's arm in assurance. She was still completely confused by his behavior. "Now, Vanessa." He snapped impatiently.

She recoiled in surprise. "The usual dancers?"

Chuck shrugged. "Champagne." He turned to smile down at Blair, and she did her best to smile back. His odd behavior was putting her on edge.

Vanessa nodded and guided them to their usual room. Blair disentangled herself from Chuck's arms once they were inside and glanced around. Usually, they came here when they were already drunk, when the dancers were on call, with Carter and Nate and whomever else Chuck graced with his presence on that particular evening. It felt different being there as just the two of them. It felt seductive, and Blair knew that was what he meant.

Chuck lounged back against the couch and watched Blair as she stood in the middle of the room. She could feel his eyes on her, but she didn't turn back. She knew that if she was going to get this out, she couldn't be looking at him.

"After you stormed out of the café today," she needed to remind him of his bad behavior, "I ran into someone." Chuck said nothing, and she chanced a quick glance back at him. He was still watching with a tranquil expression on his face. It was possible he looked a little regretful of his behavior, but that might have been wishful thinking on her part. She took a deep breath and continued. "His name is Marcus. He's a Lord, actually."

Chuck's continued silence irked her, so she finally turned to look at him fully. He looked the same. He wasn't angry. He wasn't upset. He just sat there. His non-reaction fueled a deep desire to punish him, so she continued embellishing as much as she could stomach.

"Real royalty." She smiled dreamily. "Anyway, he noticed your behavior and decided to keep me company. Turns out, he's just moved to town, and we have much in common. I've invited him to Serena's party next Friday. He's accepted." Chuck didn't flinch, didn't say a word. "He's my date…" Blair needed something from him.

He shrugged. The door opened, and Vanessa brought in their champagne. She looked between them, sensed the power struggle, and made her exit without a word. Chuck grabbed for the champagne and chugged right from the bottle. Blair glared at him.

"Nothing to say?" She challenged. He smirked in return and continued to drink. She stomped over to him and snatched the bottle away. Some spilled over their hands, and she cringed, but he didn't seem affected at all. In fact, he seemed like he was having a brilliant time, and she really loathed him for that.

"What reaction would you like me to have, Blair?" He stared her straight in her eyes. She was chilled by his demeanor, and realized she'd made a horrible misstep. It was like poking a lion with a stick, eventually they would snap your head off. "Should I be prostrate with grief? Did you create this little scenario in the hopes that I would profess my everlasting love? Grow up. You're waiting in vain." He reached for the champagne, and brought it back to his lips.

Blair stared at him in horror. Of all the things he could have said to her, he'd chosen the worse. He'd chosen her greatest failure, her worst humiliation. The fact that she couldn't get him to love her shamed her, and he knew that. He was using it against her like a knife, and she felt like she was bleeding out before him.

"I'm not waiting," she whispered. He smirked in return. His disbelief was obvious.

"No?" For a second, she saw pure bitterness flash across his face, but then it was gone again. Indifference stared back at her, and she wanted to run. She needed to run. She didn't move. "Fine. This game we're playing has become tiresome. I'm bored. Let's play a new one." He stood up and moved towards her. He placed the bottle down, before resting his arms across her shoulders, and linking his hands behind her beck. He stared straight into her eyes, refusing to blink. "Do you want me to be jealous?" He whispered and leaned in. She felt the soft brush of his lips against her neck, before the sharp bite of his teeth followed.

She shivered, but didn't push him away. "Don't do this," she pleaded. She was scared of the damage that had already been done, by the damage she knew he still wanted to do. She'd set out to punish him, but he was the master, and she was getting it back tenfold. She should have realized her armor wasn't as thick as his. He'd suffered years of emotional abuse. It made him a pro at deflecting it. She was suffering for her own game, and she couldn't bear to look away.

"Why not?" His voice was a low rumble, and it vibrated against her skin. He moved one hand back, caressed her face, followed the curve of her shoulder, and arm, and then slid down to her hip where he gripped her hard. "This is what you want, isn't it? A reaction." He lifted his head from her neck, and looked into her eyes again. His mouth moved onto her own for a bruising kiss, and she just stood there. He pulled back and disengaged right as she began to kiss him back.

She felt hollow.

"I'm going to forget this ever happened." She pulled herself together and battened down the hatches. He looked back at her startled, but she ignored him. She couldn't think about what had just happened. If she did, it would torture her until it ruined whatever she was beginning with Marcus. That was giving Chuck too much power. "You're going to come to Serena's party, and you're not going to embarrass me." She dared him to disagree.

"Fine." He shrugged. He picked up the champagne and chugged more of it back. "Whatever you want." He told her belligerently.

Blair nodded, but said nothing more. He grabbed for her hand and pulled her beside him on the couch. The two of them sat there in miserable silence for the next hour. Vanessa continued to bring the booze, and Chuck drank until he could barely hold the bottles up anymore. Blair didn't touch a drop. She felt too drained. She'd wanted a reaction from him, and she'd received one. It had hurt, though. His words hurt. His actions gnawed at her. Finally, she'd had enough and told Vanessa they were leaving.

Chuck protested. "I'm not ready."

"I'm ready." Blair wasn't backing down. She looked into his eyes, and he finally met her gaze. The alcohol had knocked down his carefully created barriers, and she once again saw something vulnerable and wounded beneath. Her heart clenched, but she didn't turn away. "Come on." She reached for his hand and tugged.

He held back for a moment, and then finally gave in. He stood, nearly forgetting his jacket, so Blair grabbed it for him. She kept a steadying arm around his waist, and guided him out of the club, and into the limo. His driver gave her a look, but never said a word. It was a rare night that Chuck ever truly got trashed. He valued his control too much for this.

Blair slid into the limo beside him, and he pulled her in as close as possible. "I'm sorry." He whispered against her hair. He rolled down the window and pulled out a cigarette. She stayed silent and unmoving beside him. "I'm always fucking saying I'm sorry to you," he mumbled under his breath.

"Stop being this way then." Blair returned. She was too drained to deal with this. "Drop me off at home," she called up to the driver.

Chuck protested immediately. "Stay with me." He stubbed his cigarette out and turned down to meet her gaze. She wanted to say yes, but she shook her head and looked away. They were too raw tonight. Mistakes would be made. She could feel that.

He didn't ask again, and eventually they pulled up in front of her building. Blair turned to Chuck to say something, anything that might put them back on even ground. Nothing came to mind, though, and he could barely look at her. She wanted some assurance that they were okay, but she knew he wouldn't give that to her tonight.

"Call you tomorrow." She whispered and leaned in, pressing a brief kiss against his cheek. He nodded, but said nothing, and she climbed out of the limo. She watched from the curb as he pulled away, and she knew without a doubt that they would not be speaking tomorrow. He'd come around on his own time, and she'd have to accept that. Besides, she had something else to think about now. Lord Marcus. She smiled briefly to herself as she went inside.

Blair was still obsessing about her date with Lord Marcus and her blow up with Chuck when she had to meet with Evelyn and Anne Archibald. Anne was pleasant, as usual. Nate had done his part in putting a good word in for Blair, and that seemed to do the trick with her. Anne doted upon her only child, and used every opportunity she had to bring him up. Blair almost envied that type of devotion. Her father had shown her the same for most of her life, but lately their relationship had become strained. It seemed the closer she got to independence, the farther away from daddy's little girl she became.

"Are we boring you, Miss Waldorf?" Evelyn's voice was like a whip, and Blair recoiled from her daydreams. "If so, please, let's reschedule. I don't enjoy wasting my time."

"Evelyn…" Anne scolded, and looked away uncomfortably. Anne Archibald hated confrontation, which explained why she never seemed too fond of Evelyn Bass. "I'm afraid I have to get going myself. Nate has agreed to meet me for lunch. With his busy schedule, it's a rarity, so I really can't miss it. We can schedule another meeting within the next week." Anne stood up and gathered her things. "It was lovely seeing you, Blair. I'll tell Nathaniel you say hello." Anne then nodded at Evelyn, and made her exit.

Blair began gathering her things as well. She didn't intend to suffer through another minute with Chuck's mother.

Evelyn could never leave well enough alone, though. "In such a hurry? Can't you spare a moment for a drink?" Evelyn was already motioning the waiter over to refresh them. Blair sunk back down into her seat, feeling trapped. "You know, Blair, I was afraid this would happen."

Blair looked up. "What?" She could barely feign politeness.

"I told my husband that I didn't think you were the right candidate for this position, and I'm sorry to say you've proved me right. Clearly, your head has been elsewhere all afternoon. Anne is too polite to say so, but we both think it would be best if you stepped down." Evelyn smiled pleasantly and sipped her drink.

Blair did her best not to roll her eyes. "If Mrs. Archibald has a problem with me she can tell me herself. Now, I really should be going-" Blair stood up, but Evelyn grabbed her arm, and held her in place.

"The only reason you're here is because Bart is naïve enough to think you'll help him mold Charles into the perfect son he's always wanted. I know better. You're a passing fancy in my son's life. Nothing more." There was pure venom there.

Blair smirked. "If you really believe that, then why are you so worried?" Evelyn's mouth gaped open, and Blair snatched her arm back. "I'll see you next week, Mrs. Bass." Blair walked out with her head held high, and another victory under her belt.

Once she was outside, she pulled out her phone, and realized the only person she wanted to talk to was Chuck. They hadn't spoken since Sunday night, though, and she didn't want to be the first one to break the silence. She contemplated it for another moment before she decided to throw caution to the wind and go ahead and call him. She wanted to talk to him. She missed him.

He answered surprisingly quick. "Hey." It wasn't an apology, but it was warm enough for her to realize he was glad she called.

"I just had a lovely lunch with your mother," she informed him. He groaned on the other end, and she smiled to herself. "You'll be pleased to know that I won this round. She tried to get me to step down from the liaison position, and I refused. I think I even shocked her." Blair laughed to herself.

Chuck returned the gesture. "I'm sure I'll hear all about it tonight."

Blair frowned. "I'm sorry. I didn't even think about…" Blair couldn't finish the thought. She should have treaded more carefully around Evelyn. She wasn't the one who got the brunt of her tirades. That would be Chuck. "How's your week?" Blair tried to change the subject.

"Boring," he responded, and she could just imagine him shrugging his shoulders. "Carter took off for Belize this morning."

Blair wasn't surprised that Carter had just left without warning, but she was shocked that Chuck hadn't gone with him. "You didn't want to go?" She couldn't stop herself from asking him.

"I've been before," he sounded indifferent.

"You once told me you loved Belize." Blair reminded him.

She could hear the frown in his voice when he responded. "You have a long memory. I just didn't feel like going. Why? Do you want me gone?" He sounded bitter.

Blair flinched. "You know I don't."

"Yeah, okay." He answered a few minutes later after the silence became too much for both of them. "I didn't want to miss Serena's big party. I even convinced Nate to come along. Isn't that what you wanted?"

Blair sighed to herself. This was the last thing she wanted. There was a distance growing between them, and as much as she knew it was needed, she wasn't ready for it. "It'll be good for Serena."

"I guess," he responded, but sounded bored with the conversation's direction.

"Chuck…" She didn't know what to say.

"I gotta go. I'll call you later." He hung up before she could respond.

Blair didn't expect a call, and she didn't receive one. By Friday he still hadn't called, and Blair was getting nervous. Tonight was her big date with Lord Marcus, the party Serena promised would be the best of the year, and Blair was scared to death of what lay ahead. Chuck was unpredictable at the best of times, and their relationship felt as shaky as it had ever been. Part of her wanted to chicken out and call this all off, but the other part of her had to know.

Let the fireworks begin.


	20. The Mess You Chose

**AN: Running in really quickly to drop this off. Things are a bit crazy with school right now, but I'm hoping to get the next chapter out around the same time next week. A million thanks for the continued love for this story! Now, back to the grind. **

**Fake Empire**

Chapter Eighteen.

_Sometimes the things I say  
In moments of disarray  
Succumbing to the games we play  
To make sure that it's real_

Blair stood outside of Serena's building and stared at the door ahead of her. Marcus was giving his driver instructions, and she was waiting. In truth, part of her hoped Marcus would change his mind and ask to go elsewhere. Blair had been preoccupied all through drinks and could barely remember a thing they had discussed. She knew that Marcus enjoyed bird hunting, loved wintertime and missed England. He was doing a year abroad while he figured out what he wanted to do with the rest of his life, and New York City had seemed like the perfect place in which to stop. He'd made it clear that Blair's presence was a huge part of him staying, and that made her so uneasy that she'd ordered another drink. She was by no means drunk, but she was definitely feeling the alcohol. Maybe that was a good thing, considering what she was about to walk in on.

Her phone buzzed in her coat pocket, and she pulled it out absent-mindedly to check the message. Serena had been pestering her all night for details on the Lord. Blair had been less than forthcoming. Marcus seemed like a great guy, and Blair even got the feeling that she could really like him… If only she could exorcise Chuck from her mind. She glanced down at the screen and was unsurprised to see another message from Serena. She clicked it open, and her heart fell.

'Chuck is here. Can I kick him out? PLZ!'

Blair was still staring down at the text when Marcus appeared beside her. He slipped his arm around her waist with an ease she didn't feel they'd gained yet. She didn't comment, though. It would look better if they arrived arm in arm. Marcus would steady her if all the air whooshed out of her body when she saw Chuck. The fact that he was actually there, as confirmed by Serena, dashed her last hope that this night would be anything but a disaster. She'd had the niggling feeling all week, but that morning she'd woken up with the absolute surety that it would be a nightmare. She wasn't sure who would screw it up, her or Chuck, but one of them would lose it. Things were already so volatile without a third person added to the mix. Serena had been wrong to suggest this, and Blair had been wrong to agree. Whatever occurred between her and Marcus should have happened in private, not for public consumption. Not for Chuck Bass's consumption.

"Are you alright, Blair?" Marcus looked down at her with a serene smile, and she mustered one in return. Her feet began moving of their own accord and, before she knew it, they were right outside of Serena's apartment. Thankfully Marcus rapped on the door, because Blair wasn't sure she could.

Barely a minute had passed before Serena threw open the door. Her face broke out into a huge grin when she saw it was Blair, and she immediately moved in for a hug. Serena was already pretty plastered, so when her eyes alighted on Marcus next, she hugged him as well. He was stiff in her hold and sent Blair a slightly panicked look, but he was a good sport about it.

"Marcus, this is my friend Serena." Blair did the introductions quickly.

Serena smiled. "Nice to meet you, Lord Marcus." She was officially stupid drunk, and Blair glared.

Marcus sent her a charming smile. "Just Marcus is fine. I save the title for really boring parties with really boring people." He glanced around her to the raucousness inside and grinned. "I don't think this fits that bill."

Serena shook her head, appreciating his assessment. "Absolutely not. Come in. Come in." Serena herded them in quickly, and Blair stomach was in knots. She did a quick glance around the room and was relieved not to spot Chuck in the vicinity. Maybe she could keep Marcus and Chuck totally away from each other. "The really important people are in the library. Follow me."

Serena reached for Blair's hand and dragged her along behind. Marcus followed them as they wound throughout the party. Several people stopped to greet them, and Blair was forced to introduce her new friend Lord Marcus. They all oohed and awed over him and gave Blair very curious looks about just how friendly they were. No doubt, Dan's column was going to be overflowing with gossip about her life the next morning. She'd have to warn Marcus about that, because God knew one of these idiots would insist he checked it out. They lived for that stuff as much as Blair loathed it.

"We have to hurry because I left Eric with Chuck, and who knows what he's teaching him." Serena grimaced, and Blair did her best not to smile. Knowing Eric, he probably had Chuck wrapped around his little finger. There wasn't a person alive that Eric van der Woodsen couldn't charm, and he knew it. Even the big bad Chuck Bass couldn't escape that.

Sure enough, when they walked into the library, Eric and Chuck were sitting on a couch laughing it up. Chuck was instructing Eric on the proper way to roll a joint, and Eric was shaking his head and disagreeing with the method. It all felt a bit surreal, and Blair turned to walk out. She would have made it too, if Marcus hadn't been right there, a physical barrier to her exit.

He stared down at her, a bit confused. "You're sure you're okay?" He seemed truly concerned, but also a bit put off. She knew she hadn't exactly wowed him with her conversational skills that night.

Blair forced all of her anxiety down and pulled herself together. "I'm fine. I just realized we didn't offer you a drink. We should go get some and then come back." Marcus was just about to agree when Eric spotted them and called out. Blair turned back around as slowly as possible. She knew there would be a set of burning eyes focused on her, and she was right.

"Blair Waldorf. If only I were a little older," Eric teased, and leaned in for a friendly hug. Blair hugged him back tightly. He was the little brother she never had, and she loved him. She also knew he was gay, and whether he was 4 years younger or 10 years older, she would never be his type. She appreciated the praise, though.

"Eric, meet Marcus. Marcus, Eric." Blair introduced them easily, and Eric was immediately amused by Marcus's accent.

Blair felt secure in leaving him for a moment and edged her way closer to Chuck. She was unsurprised to find him surrounded by the usual people. Gabriel the giant was there. Humphrey, as well. Nate was somewhat of a surprise, and she smiled at him, glad he'd decided to come. The only unwanted guest Blair found was Georgina, and she did her best not to cringe. Georgina had her red talons gripped into Chuck's arm, as she leaned in to take a hit off of the joint he'd just rolled. Her antics were obvious, and Blair hated the jealousy that sprung up inside of her.

"Blair." Georgina sensed blood in the water and attacked. "Do come say hello."

Blair straightened out her back, pressed down on her dress and made her way over. Chuck had yet to look up, and she tried not to roll her eyes. If he seriously planned on ignoring her all night, she was going to kill him. It was better than indifference, but not by much.

"Who's your new friend?" Georgina pressed as she eased closer to Chuck. Blair knew she intended to cause as much friction as she could. "He's cute. I can't believe I've never seen him around before. He's not a tourist, is he? I can't believe you'd sink that low."

Blair kept her expression placid and answered in an even tone. "He's a Lord, actually. He's visiting family, and I've been spending time with him. I'm not surprised you haven't met him, Georgie. He only associates with those of us that have class, which excludes you. You understand." Blair said this all as if they were the best of friends, and she took pleasure in the anger that flushed across Georgina's face.

"Bitch," Georgina seethed. Blair expected Chuck to comment. He always did when Georgina got out of hand, but this time he stayed out of it completely. He looked up briefly, but refused to meet Blair's eyes.

Blair felt it like a hard punch in the stomach, and Georgina knew she'd won the round without even trying.

"No quick comeback?" Georgina taunted, because she knew she could that night. There would be no one to rein her in. "I'm disappointed. I always knew you were a little slow, Blair, but this is just pathetic. You and your rent-a-date don't belong here. You never did, and now everyone knows it." Georgina wrapped one of her too skinny arms around Chuck, and he still made no comment.

Blair was moving past hurt to furious. Chuck could be angry at her all he wanted, but to side with Georgina in such a public way was unacceptable. She was two seconds away from detonating when Nate stepped in. He was stoned, and a pacifist at heart, but he must have sensed Blair's oncoming meltdown.

"Well, I love Blair, and Serena loves Blair, and this is Serena's party so…" Nate let his words draw out, and Georgina drew her beady eyes in his direction. She was about to say something scathing when Nate continued. "And actually, I can't remember who invited you, Georgina." He looked all wide-eyed and innocent as he hit his target.

Blair wanted to cheer.

"I invited her," Chuck finally spoke. His voice was raspy from smoking and drinking, and all eyes turned towards him. Gabriel got up and headed to get another drink. Dan Humphrey looked down at his notepad but didn't write a thing. Georgina was bursting with glee, and Nate looked stunned.

Blair just stood there staring at him. He was finally looking at her, and she wished he weren't. He was in a dark mood, beyond what he'd been in a while, and Blair worried about what would come next. He'd brought Georgina as a punishment, a reminder that Blair wasn't the only one who had options. She wanted to laugh and tell him he needn't have bothered. She always knew he had plenty of girls chasing after him. That was a large part of the reason she couldn't trust him or herself with him. She couldn't be another girl in Chuck Bass's harem. Georgina might have desired that title, but Blair was too good for it.

"Chuck…" Nate warned as he looked between Chuck and Blair.

Blair shook her head. "Don't worry about it, Nate. I can't say I'm surprised. Chuck enjoys wading in the garbage." She smirked at him cruelly, desperately seeking a reaction. She was disappointed when she received none, just a blank-eyed stare.

"Garbage?" Georgina's high-pitched squeal of outrage pierced the air, and she finally disentangled from Chuck to face Blair head on. They might actually get into a physical fight, and God knew she was nauseous at the thought, but she couldn't back down.

"I think I spoke clearly. Perhaps all those classes you skipped before your daddy paid for your degree really would have been helpful. Do I need to define it for you?" Blair's voice was crisp, her stance defiant. She'd die before she lost this war.

"You stupid, little-" Georgina launched herself at Blair, but before she could make contact, Chuck stood up and dragged her backwards. He looked annoyed, and Blair glared at him. This was all his fault. He'd made a fool of her.

"Enough," Chuck growled at Georgina, and then forcefully set her aside. She came back to him quickly, cooing something in his ear, but he shook her off, and her face fell. Blair watched in triumph as Georgina slinked off from the room, still staring daggers at her. It wasn't over.

Chuck walked over to the mini bar to refresh his drink, and after glancing back at Marcus to find him still occupied with Eric, Blair followed. She grabbed a glass and held it out to Chuck to fill. He stared at it a minute before doing as she asked, and then filled his own. They stood there in a silent battle for a few minutes, both drinking and seething, until Blair couldn't handle it anymore.

"I can't believe you brought her," she snapped. She swallowed back the entire contents of her glass and held it out for him to refill. He did so without a word. "Georgina?" She pushed.

"Why not Georgina?" He finally lost his cool. "You brought _him_." His voice lowered in disgust as he nodded his head towards Marcus. "What is he? Your fucking prince?" He pulled out a cigarette and lit it up. He took a shaky drag and refused to meet Blair's gaze.

"He's a Lord," she corrected him needlessly. They were devolving into petty, but she couldn't stop herself. She was furious and insulted. "I didn't bring him to hurt you. Can you say the same? You know I hate her." Blair gritted her teeth and kept her voice at a low whisper. No one else should hear this foolishness.

"I enjoy her," he smirked, clearly taking pleasure from her frown. "In fact, maybe I'll go find her now." Chuck turned to walk away, but Blair reached out and gripped his arm hard. He couldn't move, and finally turned back to speak to her again. He'd played that perfectly, and he knew it.

"You brought her to hurt me," Blair accused him again. She hated the victorious smile that slid across his lips. "What?" Her voice was getting shrill. She glanced back towards Marcus again and relaxed when she saw that both Eric and Nate were still talking to him. Nate would eat up at least another five minutes.

"Why would I think bringing Georgina would hurt you, Blair? Why would it?" He taunted. He moved in closer to her and slid his hand across the bar so it was resting on top of hers. He pushed her palm at an angle, and laced his fingers through hers. It was such an intimate gesture that she felt it all the way down to her toes. She tried to yank her hand back, but he held tight, and she finally gave in. She wanted to hold his hand, and he knew it.

"I don't want to play games," she whispered softly, sipping at her drink. She was terrified that someone would look over at them and spot their linked hands. All she needed was Marcus or even worse, Dan Humphrey, to see this and draw conclusions. The conclusions would most likely have been accurate, and that was what worried her.

"Isn't this a game? You brought him to make me jealous. Don't lie to me." Chuck stared straight into her eyes and dared her to deny it. He wasn't entirely right, but there was enough truth there to make her shake her head. He could think what he wanted. He stepped in closer, and she felt his warm breath brush across her face. He smelled like whisky and pot. She just wanted to get closer.

"Why are you doing this to me?" She looked away from him and tried to ignore his nearness. No one was looking in their direction, but it was only a matter of time.

"What am I doing?" He whispered. He was so close then that there were only inches between them. Blair still didn't look at him. She couldn't. As good as it felt to be near him like this, she knew she was losing. He must have sensed that, because his voice got softer, warmer. "I don't like him. I don't like that you're here with him…" Blair still didn't look up. It wasn't enough. "I'm jealous." It was so soft she barely heard him, but her face snapped up the second she did. He glanced down bashfully.

"Maybe part of me wanted you to be," Blair admitted, because she could afford to then.

Their eyes finally met in the middle, and Blair's body went entirely still. She was so close to him, but she wanted to be closer. She wanted to kiss him. She wanted to be with him. She wanted everything she'd forced herself to stop dreaming about, and for a moment she thought maybe she saw the same yearning in him. He leaned his head in towards her, and for a brief second his forehead rested against her own. She closed her eyes and savored the moment. Her feverish mind was already plotting ways to be alone with him.

Someone cleared her throat beside them, and Blair immediately jerked back.

It was Serena.

"I told you I shouldn't have invited him." Serena was glaring, but her words lacked heat. They almost sounded defeated actually, and that drew Blair back into the present. She yanked her hand from Chuck's grasp and walked back over to Marcus without another word.

Blair glanced back once she'd made it to Marcus's side and saw Serena and Chuck engaged in a very angry discussion. For a minute, Serena almost looked pitying, and that was what set Chuck off. He said fuck something, which Blair clearly heard, and then stormed out of the room without another word. Serena returned to their little group, and Blair didn't miss the fact that she slid in as close to Nate as possible. The fact that Nate stood stiffly beside her was also noted.

"That seemed quite heated," Marcus chuckled as he sipped his drink. He looked around at the other four, three of whom looked very uncomfortable. "He looked familiar. Should I know him?" He addressed this question to Blair.

Serena answered first. "Definitely not."

Nate jumped in. "He's Chuck Bass." Serena glared at him, but Nate ignored her. "And he's my ride, actually. I should get going. It was nice meeting you, Marcus." Marcus nodded, and they exchanged final pleasantries. Nate turned to Eric next. "Call me next time you're in, and we'll take you out. You gotta see what's out there, E." Nate smiled at him and rubbed the top of his head, making the younger boy grin dopily. Nate briefly glanced at Serena and nodded. She looked like she wanted to say something, but Nate turned away before she could. He gave Blair a quick hug, and then finally left.

"I like him." Marcus announced the second he was gone.

Serena frowned. "Everyone likes Nate." Eric and Serena shared a look before Serena headed off to get a drink. Her little brother followed after her with a concerned look on his face. Blair was concerned herself, but Serena was not forthcoming on the topic of Nate. She liked to pretend that everything was fine when it so clearly was not.

"I think I've missed something." Marcus turned to Blair now that they were finally alone.

Blair laughed. That was such an understatement. "Well, Nate and Serena used to have something, and now they don't… We think. None of us can quite figure it out, either." Marcus nodded as if this all made sense. "And Chuck…" Blair shrugged. Anything she said about him would either be too revealing or a complete lie.

"The hot-headed fellow you were talking with earlier?" Blair was surprised Marcus had noticed, and couldn't immediately respond. "I don't think he was too fond of me being here." He said knowingly, waiting for Blair to answer.

Blair shook her head. She couldn't wade into those deep waters with Marcus. "Chuck is complicated. He's having a rough night, and we're friends. I'll introduce you some other time when he's in a better mood." Marcus nodded, taking this at face value. "Let's get another drink." Blair said, overly cheerful, and led Marcus to the mini bar.

An hour later, the party was still going at full force. Marcus had hit it off with Gabriel, and they were discussing the London club scene. Blair slipped away from Marcus's side and went back out to the main party. Serena had long since disappeared, and Blair doubted Chuck had stuck around. Still, she needed to know. She did a cursory check of the apartment, and when she didn't spot him, she decided to text him.

'where are you?'

She snuck into Serena's bedroom and climbed onto the bed. Chuck's response was quick.

'Nate's place.'

Blair stared down at the text. It wasn't an invitation, but it wasn't an evasion, either. She wanted to see him. Maybe she needed to see him, but she also knew that was the worst idea on the planet. Things were not in a good place with them. They'd gone past friendship, yet they were still stuck there. As Blair was deciding what to text back, the door opened and Serena came in. She started for a minute at seeing Blair before she slid onto the bed beside her.

"Hiding from your own party?" Blair asked, happy to forget her issues for a moment.

Serena shrugged. Her unhappiness felt like a living, breathing thing. It was so rare to see Serena so miserable that Blair instinctively reached out to comfort her. Serena allowed it a moment before pulling back. "I screwed up with Nate."

Blair nodded, and remained silent. That much was obvious.

Serena laughed, but it was sad. "I don't even know what I did… but he can barely look at me." Serena turned towards Blair then, and Blair saw the tears in her eyes. It hurt to see Serena hurting. "I just want so badly to fix it, but he won't let me." Serena swiped at her eyes and looked away again. Her embarrassment was obvious. Beautiful, care free, party girl Serena didn't feel things this deeply, but then she did. Blair knew she did, and in that moment Serena had to admit it to herself as well.

Blair decided rather quickly that there was only one thing to be done. Blair had to help Serena fix this, and she knew the perfect way. They had to go to Nate's. Blair shot off a quick text to Chuck telling him she was coming over. She left off the part about Serena coming as well, for fear that Nate would reject it. She knew without looking at the returning text that Chuck's answer was yes.

"Come on, S. I'm going to help you." Blair pulled Serena up from the bed and instructed her to change into something less slutty; fresher. Blair had a feeling Nate's attraction to Serena was not as the IT girl, but simply as Serena. Archibald was all about the simple things.

Blair found Marcus next and told him that Serena was having a bit of a crisis, and she really needed to support her. Marcus was really understanding and said he'd call Blair that weekend. Blair walked him downstairs while Eric emptied out the party. Marcus got to the door of his car before turning back and reaching for Blair. She was startled for a moment before she felt his lips dip and briefly brush across hers. It was a chaste kiss, and nothing like she'd experienced before. Her feelings for Marcus were lukewarm, but the smile he was sending her made her smile in return. She'd answer his call, she decided.

Serena was already down in the lobby when Blair went back in. She'd changed into jeans and a cutoff shirt. He hair was freshly washed, and she barely had any make up on. She was effortlessly gorgeous, and Blair tried not to envy her. It was hard in these moments, but then Blair remembered just how miserable Serena was and it all washed away. Beauty did not equate to happiness. Serena was the perfect example of that.

In the cab on the way to Nate's, Serena gripped Blair's hand and whispered, "I'm nervous."

Blair just squeezed back, because she was too.

They made it in good time, and Blair had to practically drag Serena up the steps. Nate had a cool single bedroom apartment in the West Village. Blair had only been there once or twice when she was tagging along with Chuck, but she knew she had the right place when she buzzed and Chuck immediately answered. He buzzed them up, and Serena pouted the entire way.

Nate opened the door with a smile, but it fell as soon as he spotted Serena. Blair was scared he was going to slam the door, but his good manners kicked in, and he welcomed them. His place was a complete mess, but that wasn't a surprise. Chuck was sitting on the couch smoking a bowl, and the big screen TV was playing sports. Obviously, Nate's choice.

"Hey, so make yourself at home." Nate motioned to the unoccupied loveseat. Blair and Serena slid down onto it, and Blair was beginning to feel nervous as well. She got them there, but now she needed Serena to do something.

"I thought you were coming alone." Chuck gave her a knowing look. He didn't seem pissed off about Serena's presence, but Blair figured Nate's discomfort must have been clear even to him.

"You know I don't travel alone at night." Blair scoffed like it was the most ridiculous thing in the world. "Besides, I thought you wanted to see me." Her bold attitude was a cover, and she knew she was taking a chance by being so cocky. Chuck could easily shut her down. Instead he smirked, and patted the spot beside him on the couch. Blair abandoned Serena and came to sit beside him. He passed her the bowl, and she did a quick hit before passing it back. It was definitely not her thing, but she'd do just about anything to take the edge off.

Serena stayed in the love seat and continued to impersonate a mute. Blair glared at her, and tried to nod her head in Nate's direction. He was in the kitchen grabbing a few beers for them. Serena shook her head, a truly panicked look on her face. Blair was stunned to realize that THE Serena van der Woodsen really couldn't brazen this out.

"Here." Nate reappeared, and handed both Serena and Blair a beer. Blair stared at it like it was from another planet, but smiled her thanks at Nate anyway. There was no way she was drinking beer. Chuck smirked beside her and pushed his scotch in her direction while he took her beer.

"So, Nate…" Blair began, hoping Serena would jump in.

Nate turned towards her eagerly. "Yeah?"

Blair couldn't think of a thing to say. She turned to Chuck, but he just shook his head and did his best to cover a laugh. He found this all highly amusing, but Blair was getting pissed. She'd come over there for Serena – well, mostly for Serena. The least her friend could do was speak. If Blair could overcome her serious Chuck issues, then Serena could damn well fix this with Nate Archibald. It was Nate, for Christ's sake. He was such a puppy dog.

"Serena needs to talk to you." Blair felt like a Judas, especially when Serena's head snapped around to glare at her, but it had to be done. "Alone." Nate and Serena both just stood there, unmoving, unspeaking… "You could use the bedroom." Blair suggested helpfully.

"We don't have to-" Serena began.

Just as Nate said, "Sure."

Serena brightened for a moment, finally looking like herself, before she jumped up and followed Nate into his room. She shut the door behind them, and Chuck and Blair were left alone. Blair reached for the Scotch, and swilled it around in the glass. Chuck had finished smoking and was just lazing back against the couch, watching her. She could feel his eyes on her, but she didn't dare look at him. She was scared of what she would find, of what she would do. Perhaps sending Nate and Serena into the other room had not been the best idea.

"Blair…" His voice was cajoling. She looked back at him, and he was almost smiling. The alcohol and drugs had done what they were supposed to, and he was as mellow as he ever got. "Come 'ere." He lifted one arm out, and she sank back against him. He curled his hand around her shoulder and held her close.

She draped both of her legs over one of his. His free hand came out and slipped on top of her knees, nearly encompassing them both. He looked down at her, and she looked up at him. The air was charged and they both knew it. Blair moved out of his grasp, and lay back against the couch. She kept her legs in his lap, and pulled a pillow underneath her head. She knew he was watching her, and she felt a bit like a tease, but this was a fun game. They'd played it a few times before, but tonight felt different. Tonight felt dangerous, and that thrilled her. It almost felt like she could do anything she wanted to. Marcus wasn't her boyfriend yet.

She closed her eyes, losing herself to what was happening, and she felt him shift underneath her. He was leaning half way on top of her before she knew it, and a tiny smile played across her lips. She took some pride in the fact that she could get to him as easily as he could get to her. It was an advantage she'd never had before, and it made her feel powerful. He wanted her, and he didn't even try to hide it anymore. He had been jealous. He'd admitted it. They were victories. All hers.

She opened her eyes and looked up at him. He'd levered his arms around her, and the intensity in his gaze made her heart stutter in her chest. The time for fun and games was over, and she could feel the change. He lowered himself slowly, inch by inch, and she spread her legs so she could ease him down between her thighs. He felt right there, but also a stranger at the same time. She kicked off her shoes, and wrapped one leg around the back of his thigh to bring him in closer. He nearly fell on top of her, and they both laughed.

"All you had to do was ask…" He murmured, as his lips pressed soft, insistent kisses against the side of her face, her chin, down her neck, over the tops of her collarbones, before moving back up. He avoided her lips, and she became impatient. She bucked up against him, and she immediately felt his reaction.

"Don't tease me," she pouted up at him. He smiled, a real genuine smile, in return. "Chuck." She tried to lean up to meet his lips, but he lifted away playfully. His eyes were gleaming, and she tried to glare in return, but her false severity fell, and she smiled as well.

"Do you have any idea…" Whatever he was going to say got choked up in his throat, and he glanced away from her. There was a self-depreciating grin on his face, and Blair leaned up again, kissing the side of his chin, trying to turn it back into a real smile. She loved his smiles, they spoke of happiness and dreams, and the real, tangible connection she felt between them. In those moments she let herself believe he loved her.

"Tell me," she whispered against his skin as she continued to scatter kisses over him. She found a sensitive spot on his neck and lavished it until he groaned and moved against her. "Tell me." She repeated. Her hands moved between them as she tried to unbutton his shirt. At that point, she'd pretty much forgotten where they were, or what she even wanted him to say. She just wanted him.

He reached for her arms and forced them back behind her head, leaving her vulnerable to him. She stopped, staring up into his eyes. A moment passed, and then another. She couldn't say for sure what he was trying to communicate, but she knew it was of dire importance. He was looking at her, really looking at her, and she wished she could ask him what he saw. More than anything she wanted him to say he loved her. Her most desperate wish.

"I-" He began, and Blair waited with baited breath. The passion that had roared out of control just a moment before had cooled down, and something more important and intense had taken its place. "Blair," he smiled so charmingly that she smiled back. "I-"

Before anything more could be said, there was a shout from the other room, and then the door was being thrown open. Blair nearly kicked Chuck off of her, and he crashed to the floor beside her. He frowned, but she'd already refocused on a furious Serena, who was storming towards the door.

"Serena?" Blair called out, slightly panicked. This was not going according to plan.

"I'm so done here." Serena sounded angrier than Blair had ever heard her.

Nate was standing at the bedroom door still. He didn't look mad at all, just incredibly sad, and Blair knew it had gone all wrong. She wished Nate would be smart and stop Serena. Just one simple word, and the anger would fade. Blair knew it would. Nate stayed motionless, though. Blair watched as Serena waited in vain for Nate to at least try and stop her. He didn't. Maybe he couldn't.

Chuck was the first to take the situation in hand. He stood up and righted his clothing. Blair only glanced at him once, afraid that whatever passed between them would render her useless if she thought about it.

"I'll get my driver to take you guys home." He looked between Serena and Blair, and it was Serena who nodded. Blair immediately wanted to protest. She was not ready to leave. Chuck still needed to finish his damn thought. When she finally looked up at him again, she could already tell he'd shut back down. Whatever vulnerability she'd caught in him before had vanished. He was back in charge, back to being the Bass heir.

"Thank you, Chuck." Serena bit every word like it was an affront to Nate. If she expected a reaction, she was disappointed. Nate never moved. Never spoke. "I'll wait downstairs." She exited quickly, but Blair caught her looking back towards Nate. It was a brief second, but it depressed the hell out of Blair. Serena's life belonged in fairytales, not nightmares. The world was all askew.

"Chuck-" Blair turned to him, ready to protest. Chuck shook his head, and Nate disappeared back into his room, shutting the door behind him. Blair stared at the door in shock. "We need to…" There was no real heat in her words, though. She knew as well as he did that what they really needed to do was tend to their friends.

"I'll call you tomorrow," he promised. Blair wanted more assurance. She wanted him to kiss her. She wanted him to finish his freaking thought. He didn't. Their eyes locked for a brief moment, and Blair opened her mouth to protest again, but he turned away before she could. He knocked on Nate's door and disappeared within.

Blair headed downstairs, and found Serena sitting on the stoop, staring off into space. Blair almost asked how she was, but it was a stupid question. Serena was not okay. Blair wasn't okay, either. She was beginning to think she never would be. Her whole life felt like it was so entangled in Chuck's now. There was no way to free herself, and this desperate fight that she convinced herself she'd been fighting had never existed at all. She'd been lying to herself, lying to Chuck… Nothing made sense anymore.

The car pulled around, and they both climbed in. Serena laid her head down against Blair's shoulder, and Blair gripped her friends hand tightly.

"I don't know what to do," Serena whispered, and her voice caught somewhere in the middle. She was crying, not loud messy sobs, but something silent, something so private it made Blair ache. "He doesn't love me."

Blair's heart sank. She knew that feeling all too well.

"I know," she whispered back. She prayed Serena would ignore the catch in her own voice, and the silent, solitary tear that slid down her cheek.


	21. All That You Can Save

**An: And I'm back! It's been a bit harder to keep this going since school started back, but I have a super awesome beta who keeps me going. THANK YOU, TATI! You are truly awesome, and I really appreciate all your help with this. I've had this story mapped out for a while, and I really feel like this is the end of part one of CB's journey. The next chapter will mark the second part starting, and I'm really looking forward to going into that shift. All along I've really felt strongly about making this a hard fought love story. I wanted them both to earn it, as I always feel like that is the most rewarding thing to read. I also wanted to explore how Chuck and Blair have grown as people since their relationship started. Blair started out as a child, and through her relationship with Chuck, and their friends she's begun to find herself. Chuck was an "adult" but he was completely lost, didn't know real love or even caring, and was just drifting through life being selfish and uncaring. Blair has changed him just as much as he's changed her, and I feel like this chapter was built around all of these ideas – a culmination I guess. That said, I hope you enjoy. Expect another chapter by next Tuesday, but I'm going to try to get the next one out a bit earlier since I'm really excited to start it. Long note done. **

**Fake Empire**

Chapter Nineteen.

___Nothing goes as planned  
Everything will break  
People say goodbye  
In their own special way  
All that you can rely on  
And all that you could fake  
Will leave you in the morning  
Come find you in the day_

Blair woke up in bed beside Serena to the buzzing of her phone. She groaned at the sun pouring in through the window and swiped her hand around the nightstand to find the offending noise. Eventually she pulled it up close to her so she could read it. It was from Marcus. He wanted to know if she wanted to grab brunch and hang out. Blair's immediate thought was no, and that made her frown. She liked Marcus. He wasn't the be all and end all of her world, but she enjoyed his company. In fact, when she wasn't obsessing about Chuck, Marcus actually seemed like a pretty good catch. It was this thought that spurred her into action. She and Chuck had to talk, really talk, and work this whole thing out. She'd been running scared for months, and that was doing her no good. She needed to know once and for all… Did he love her?

Blair got up from the bed and began gathering her things. Serena was still passed out, and that was a good thing. She'd spent most of the night pretending not to cry, and Blair hadn't had the heart to call her out on it. She hadn't asked Serena what happened with Nate, either. It wasn't that she thought Serena wouldn't tell her. It was that she knew Serena would. Blair wasn't ready to hear why a nice, simple guy like Nate couldn't love beautiful, goddess-like Serena. If they couldn't figure it out, how in the hell could Chuck and Blair? The thought was depressing, and Blair had spent most of her night forcing it out of her head. Now here she stood, sleepless, nauseous, and once again caught in the force of her feelings for Chuck.

She sent off a quick text to him, telling him she wanted to see him. She didn't expect an immediate response. It was early enough that Chuck was probably still sleeping. Still, five minutes later, she received a text.

'Palace with Nate.'

Blair sighed. She felt selfish, but she didn't want to deal with Nate and his melodrama. As much as she cared for Nate, she couldn't help but think that he was creating this mess all on his own. He'd known exactly who Serena was before getting mixed up with her. How could he now blame her for being exactly as advertised? Bile rose in Blair's throat. Maybe she was doing the same thing to Chuck.

"Blair?" A groggy-eyed Serena came out of her stupor as Blair was sliding on her shoes. "Where are you going?"

Blair opened her mouth to tell a perfectly reasonable lie, but nothing came out. She didn't have the energy to lie to Serena that morning. "I need to see Chuck," she said simply. Serena surprised her when she silently nodded, and mumbled a soft 'call me' before drifting back to sleep.

Blair paused in her best friend's doorway and reconsidered her entire expedition. Was she really ready to ask him? Carter had once accused her of being cowardly. He'd said she didn't want the answer, and she hated him because he'd been right. She was still terrified of the answer, but this living in between was slowly killing her. It almost felt like she was right back where she started, watching life pass her by, barely participating. She'd already jumped off so many ledges to get her life to where it currently was. This would be the highest, the hardest… She had to know.

Blair arrived at the Palace in record time, and headed right to the bar. Chuck and Nate were sitting there eating omelets and drinking mimosas. Blair took a moment to enjoy the sight. She couldn't believe it had almost been a year since she'd first met them both. She'd felt so young and inexperienced back then. She felt the same way now, but there was also a weariness that had seeped in. She no longer believed in happily ever after. All you had was now, and you better use it to your advantage. Chuck had taught her that. Maybe they'd learned it together.

"Good morning," she greeted them with a pasted-on smile and slid into the small space left between them. She wanted to extract Chuck as quickly as possible so they could get their much needed, much feared, conversation underway. Nate was not a part of that equation, but he looked pretty beat up so she couldn't just tell him to leave.

"Hey, Blair." Nate half smiled, half grimaced at her appearance. He glanced behind her, a tense expression all over his face. When he realized Serena wasn't in tow, he relaxed again.

Chuck eyed Blair speculatively. He knew her well enough to sense that something was off. She both hated and loved that familiarity. She glanced at him furtively and tried to put him at ease. He wasn't buying it, though. He ordered a glass of something stronger, and Blair's nerves skyrocketed. She wanted to abort this mission, but something held her in place. She couldn't be that girl, the one who ran away from the hard stuff. That was weak, and she hated nothing more than weakness.

Ten minutes later, Chuck was still guzzling back his liquor, and Nate was dawdling with his food. Blair had done her best to keep up with the small talk, but she'd hit her limit. She needed to get this over with now. If Chuck was going to crush her, she wanted to be done with it so she could move on.

Move on…

"Chuck." She turned to him abruptly. "I need to…" She wasn't sure what she needed to do, but thankfully, he didn't need her to finish her thought. He said a quick goodbye to Nate, and then grabbed Blair's hand to pull her away.

She followed after him blindly, and for a moment, she let herself believe everything would be fine. She'd lay it all out for him, and he'd laugh and say of course he loved her. How could he not love her. Blair would cry. Only a little bit, because that's how it happened in the really romantic movies, and then they'd make love, talk about the future, and drown in pure bliss. The picture she was painting in her head was so rosy that it nearly made her nauseous. No matter what went down, good or bad, it wouldn't be like that. Chuck never did as planned. She wouldn't have loved him if he did.

He pulled her over to the elevator, and she finally came back to her senses. She tugged her hand away from him and shook her head. "I can't deal with your parents today."

"They're not around. Don't worry." He grabbed her hand again, even though it was unnecessary, and pulled her into the elevator with him. He continued to hold it all the way up, and as he pulled her through the penthouse, and out onto the balcony. Once they were out there, he reluctantly released her, and she felt the distance rush in immediately.

One minute turned into two and then ten, and it just kept going. Desolation flooded her, and Blair felt real tears welling behind her eyes. He was standing at the railing, looking out over their city with his back to her. She wanted to reach out to him, to say something, to say anything, but it all got caught in her throat. Everything she wanted to say felt inadequate, and the stuff that wasn't was too scary.

He broke the silence first.

"What's going on, Blair?" He still didn't turn to look at her. There was a vulnerability in his voice that she rarely heard, and it shocked her. She always forgot that there was a man behind the myth she'd created in her heart.

"I want to talk to you," she finally managed to get out. She stood up from the chair and joined him at the rail. She left a space between them, and she wasn't sure why. She wanted to be close. She wanted to grab his hand, touch his face. She wanted to beg him not to disappoint her, not to break this. She did none of that. It was sink or swim time.

"Talk," he returned brusquely and turned his head to the side so she could barely see his face at all. In some ways that made it easier, and in others so much harder.

She sucked in a deep breath, steadied her shaking hands and prayed for some kind of courage. None came, but she pushed on anyway. "I can't keep going in circles with you. I've tried to…" She stopped at the first catch in her voice and turned her face away. There were so many walls between them that she worried they'd never be able to bring them down. She was trying her damndest, but it wasn't easy. Not even close.

He finally turned towards her. His defenses were back in place, his expression placid. He reached out for her and turned her until they were face to face. She almost shrugged him off, but something stopped her. She had to do this. Whatever the consequences, she had to know.

"I don't think being friends is really working out for us." She almost smiled. It was such an obvious statement. Something cracked through his veneer, maybe a smirk, maybe even a grin. It was gone too fast for her to really see it. It bolstered her confidence, though. "At least not for me…"

He nodded. "You know how I feel about the subject."

She laughed without meaning to, and he frowned in return. "I never know what you feel about anything, Chuck," she told him honestly, and it hurt to admit it. She liked to think she was so strong, so confidant and all knowing. In truth, she was still somewhere between child and woman. She'd never quite figured out on which side she belonged, and he just confused matters all the more.

"That's not true." He moved in closer to her and dropped his hands onto her shoulders. He was holding her away from him, but also pulling her in. It was so like him that she laughed again. She felt somewhere between hysteria and sanity. "I want you," he whispered as he slowly leaned towards her.

His lips slid across her own, just a quick taste. She was unsatisfied, closing the final distance between them. She grabbed for his shirt and bunched it up in her hands as she held herself close. His mouth fit perfectly over hers, and his kisses felt like a drug. Every new caress buried her further and further until she was mindless with want for him. It was beyond physical, though. Her desperation was for his love, and the second she realized that, she ripped herself away from him.

He stood back from her as she swiped harshly at her mouth. It felt raw and tender from his kisses. He ran a hand through his messy hair, and when she met his eyes again she saw pure yearning. She couldn't believe she'd ever doubted that he wanted her. His desire was as plain in his eyes as she knew hers was.

"What do you want?" He practically yelled in frustration. She was taken aback by anything so heated coming from Chuck. He did cool detachment. He hurt you with his words. He never let you see him sweat. He was at the end of his rope, though, and that comforted her because she'd hit hers long ago.

"You know what I want from you," she yelled back. Her voice broke, and new tears formed behind her eyes. She ignored it all. She couldn't worry about how she looked, or what he thought. If she did, she'd coward out again, and that was unacceptable. He either loved her or he didn't. There was no in between. She moved towards him so she was right in his face again. He tried to turn his face, but she reached up and guided him back. "You have always known." She looked directly into his eyes. This time he had to hear her.

He shook his head, but said nothing.

She released his face and stumbled back from him. Tears were blurring her vision, and all her courage vanished. It was time to run. He wasn't going to say it. He couldn't. She realized too late, and now she had to salvage whatever pride she had left. She turned to grab for the door, but he was behind her before she could. He wrapped his arms around her from behind, and held her tightly against his body. His face sunk down into her neck, and she could feel him murmuring something against her skin, but she couldn't make it out.

"Don't go." It was a desperate plea.

She wiped at her eyes and calmed herself back down. He continued to hold her against him, until she shook in his arms, and he finally released her. He stayed guard, though; ready to stop her if she tried to leave again. She wasn't sure why he wasn't taking the easy out. Maybe he understood far more than she gave him credit for. Maybe he knew this would be the end.

"It hurts me. You hurt me. I don't like it." Everything she said came out short and choppy, and none of it felt like enough. None of it could express exactly what she needed to say to him. I love you. That was what it boiled down to, but she was too frightened to hand that over to him.

"Why can't we just…" He lost his thought midway through, and growled in frustration. He pulled out a cigarette and lit it up quickly. He puffed on it, and she watched as his fingers shook in agitation. "You make things so fucking hard. I don't even know what to say to you." He was looking between her and his cigarette. His eyes finally settled on the cigarette because he couldn't look at her.

"Perfect." She couldn't hide the bitterness in her voice. It always came down to this between them. They could get halfway there, but when it came to really saying something, doing something, they both ran. She blamed herself as much as she blamed him. "I don't know why I waste my time on you," she told him spitefully, but she didn't move to leave again.

He shrugged belligerently. "I don't, either."

"Why do you bother with me?" She asked, coming closer again. He glanced at her for a second before turning away again. She hated that he couldn't even face her. "Am I just a game to you, Chuck? Something to amuse you? To pass the time?" She shoved him in the chest as hard as she could, and he stumbled back a few steps.

He finally turned to her, shock written all over his face. "That's bullshit. You're not a game. And trust me, you're not very amusing right now, either." He'd meant it to be spiteful, but it lacked any heat. They were both off of their game. "Just go if you want to go. I can't deal with you when you get like this." He pulled out another cigarette, and lit it.

Blair rolled her eyes. "No." She shook her head and steeled herself. She wrapped her arms around her sides and tugged at her sweater like it was a shield. "You can't deal with anything when it's real. You run or you lash out at me or you just totally shut down, and I'm sick of it. I'm sick of spending all of my time worrying about you, and what you think, and what you feel and-" Her emotions finally got the better of her as a sob rippled in her chest. She backed away from him and slid onto the chair.

He continued to smoke his cigarette silently. She continued to wait.

A little while later, he finished his fourth or fifth cigarette and finally came over to her. He slid onto the chair beside her, and though their bodies were touching, she'd never felt further away from him. His armor was fully in place, and he wasn't going to give her an inch. She could see it in the tension in his body, in the expression on his face. He'd locked himself away from her, and that was that. She'd pushed too hard, said too much…

"You're a coward," she whispered under her breath, as she wiped at her still falling tears. They weren't a big messy production, just silent and damning all the same.

"Stop," he begged. There was a wealth of emotion behind that word, and she heard it all. She understood him in ways he didn't understand, in ways _she_ didn't even really understand. She knew that everything that went down with his parents; that all the years he'd felt unloved and unwanted had wrecked him. She knew he'd convinced himself that he lacked a heart like everyone always said, but she also knew he was wrong. He had a heart. It was guarded and closed off, and maybe a little tarred around the edges, but it beat.

"I deserve more… I just do." Her words were quiet. It was the crux of their problem. As much as she loved him, as much as she wanted to fix him, she wasn't yet whole herself. She had so many insecurities, so many fears, that everything with him just played into them even more. "Marcus likes me. He finds me funny and interesting and beautiful and… I like that. I need that." She wasn't trying to be spiteful, but she wasn't going easy on him, either. She needed him to hear her.

He stayed still beside her. "I don't want to hear about him." There was a warning in his voice. She'd breached his indifference, something she rarely ever accomplished. What lay beyond that she wasn't sure, but she knew she had to deal with it.

"Well, you have to. You have to hear me. You have to actually listen to me for once and get it. I am not going to sit around here waiting for you, Chuck. I'm not going to do it. I've done it for the past year. I've been your friend, and I've been more, and I just… I want you to…" She cried out in frustration then because she still couldn't say it.

"You think he's going to give you what you want? He can't. He doesn't know you. He doesn't understand you. Me and you, we're alike. We always have been. This connection between us isn't just going to go away because you want it to. It doesn't work like that." He threw it right back at her. He was on his side facing her, and she turned so she was looking right at him. It was like watching a train wreck, neither could turn away but both knew that they should.

"I want to be loved." Her words were barely even a whisper. They were sad and soft, and they were torn from deep inside of her. She expected him to reel back from her like he always did. She expected him to scoff and throw them back in her face. He did neither. He just continued to stare at her, that same desperate yearning being mirrored back and forth between them.

"I don't know what to say to that," he admitted. He still didn't look away, but she could feel him pulling back.

She couldn't let him. "Yes, you do. You know what I'm asking you." He closed his eyes, but she pushed on. "You're right. I don't want Marcus. He doesn't know me, and I don't even want him to. I want you to know me. I want _you _to love me." She was full on messy crying at that point, and she was beyond caring. If she was going to hand him her pride, she might as well do it in a spectacular fashion. "And I deserve it, damnit."

He nodded and moved in closer to her. He buried his face in her neck again and wrapped his arm around her, holding her as close as possible. She felt something damp against her neck, and when she pulled his face up to meet hers, his lashes were a little wet. It amazed her to see him this upset, but it also scared the hell out of her. Happiness didn't look like this.

"You do," he agreed. "I can't, though…" He shook his head and rolled over onto his back. He lay there staring up at the sky, saying nothing, and she greeted him with silence in return. Her mind was working a mile a minute. The fastest escape, the least embarrassing way to handle this, the quickest way to get him drunk so he'd forget. Unfortunately, she knew _she'd_ never forget.

"Okay, then." Her voice didn't even sound like herself. It was hollow. A new stillness came over her then. All the pain she'd let in a moment before washed away again. She forced it out with steel she didn't know she had. He didn't love her. She knew that now. She'd accept it. She'd move on. She'd stop loving him. The future stretched out before her, and she planned it with a methodical coolness she didn't know she was capable of.

"Blair…" His voice was still haunted with emotion, but she ignored him. "Blair, please." He reached for her face like she'd done to him before and forced her to look at him. She barely recognized what stared back at her. "I want to…" He was nearly frantic at that point, but she didn't react. "I would just fuck it up. I'd destroy you. I can't-"

Blair reached out, and pressed her fingers against his lips to silence him. She understood. She got it in ways she really wished she didn't. He could never trust anyone enough to give them that power over him. He'd loved his parents, and they'd wrecked him. They'd showed him every kind of pain imaginable, and he'd closed himself off. Blair knew there had been flashes of love between them whether he understood that or not. He'd loved her. He did love her. It meant nothing, though, because he'd never let it grow. He'd shut her down every time she got too close. Her heart couldn't take it anymore.

"I understand." She leaned her forehead down against his, and a moment of peace passed between them. He grappled to keep her close, but she held herself at a distance. She pulled back and pressed a tender kiss against his forehead, and then another against his cheek, and then finally one against his lips. He reached for her again, but she was up and away from him before he could hold her in place.

"Don't…" He shook his head.

Blair sent him a watery smile. Everything felt so easy then with the numbness consuming her. She knew what she had to do. "You're off the hook, Chuck."

"No-" He started to protest, but then stopped himself. He didn't know what he was fighting for, and neither did she. It had all been said.

"I do love you." She gave this to him because she knew he needed it, and because she knew after today she'd never be able to again. "I think I fell in love with you piece by piece, you know? Like one moment to the next, the good or the bad… I couldn't help myself. And I wanted you to know that, because I know that you don't think someone possibly could. But I do. I do." She lifted her hand out towards him, and he captured it within his own, bringing it to his lips where he pressed a soft kiss against it. "They're wrong about you, Chuck. But more importantly, _you're_ wrong about you. You're worthy of love. You deserve it. You really do." She pulled her hand back from him and moved towards the door. Her feet faltered, but she didn't stop as she stepped through and headed towards the elevator.

He came up behind her before she could call it, but he didn't touch her. She didn't turn around, either. There was nothing left unsaid for her, but she knew he wanted something more. Chuck could never figure out his own heart. That was his curse, and for a long time she'd let that be hers, as well. She couldn't live like that anymore.

"You're just going to walk away?" There was no anger in his voice, just a kind of pleading she'd never heard before. It was beyond desperate, beyond sad… Blair ached for him as he spoke. "You said you loved me." The way he said it made it clear that he still couldn't quite believe it. Blair feared he'd never fully let himself believe it.

Blair turned back to him slowly. The moment stretched between them as she forced herself to look into his eyes. There was such bleakness there that all she wanted to do was reach for him and hold him in her arms. She wanted to save him, but she knew now she couldn't. He wouldn't let her. He wasn't ready for it. Timing… Timing always sucked the life out of them.

"You won't let me love you. I've tried so hard, but you really don't want it… And I just… I can't wait for you forever." It hurt to admit that. It felt like defeat, and she hated that. She was supposed to be so strong, so sure, but in the end she really wasn't. She wasn't ready to hold the both of them up. She wasn't sure she'd ever be ready for that.

She expected him to fight her. He didn't. That was the death knell. Too much truth for him to argue against, and he simply nodded. He reached around her to call for the elevator, and they both stood there for the next few minutes waiting. He briefly reached for her hand and slid his fingers through hers. She squeezed back. The doors opened, and she was the first one to pull away. She stepped on, and their eyes lingered on each other as the doors closed in front of them. She whispered a soft 'goodbye', and then he was gone.

Blair didn't go home. She didn't call Marcus. She wasn't ready for that. She headed straight for Serena's, and she found her in exactly the same place she'd left her. Blair climbed into bed beside her best friend, and she spent the next few hours quietly crying. Serena had to have heard her, but all she did was rub Blair's back and occasionally murmur a comforting word. Blair felt broken and bruised, and more than that, she felt so damn sad. If he'd told her he didn't love her she would have been angry. She would have felt used. She would have been able to get over him. The fact that he truly believed he was incapable, that he was that broken and screwed up – the fact that she couldn't fix him… It crushed her.

Sometime later, Serena turned over in the bed and faced Blair directly. Both of their eyes were red and puffy from the crying. It made Blair laugh, and Serena immediately joined in. No one would have believed that Blair Waldorf and Serena van der Woodsen were such emotional wrecks. It would have been hilarious if it wasn't so damn heartbreaking for them both.

"I thought I could fix it all with an apology, and a promise, and a smile…" Serena's words barely made any sense, but Blair just nodded. She knew Serena had to get this out. "I always expected him to be there. He's always been there." Serena smiled to herself, but it quickly faded back into silent tears. "I fucked it up." She laughed, but it was empty.

"I told Chuck I loved him." Blair thought it would hurt to say it out loud, but it didn't. It didn't feel like anything anymore. "He said he couldn't love me back."

Serena nodded, but said nothing. No I told you so. No I hate that Basstard. Nothing. Blair loved her for that – for understanding.

"I think I always knew he felt that way, and I just… I didn't want to see it," Blair admitted for the first time.

Serena reached out,and clutched Blair's hand in her own. "You fall in love, and you think it's a fairytale. You think it's forever, and it can handle anything, but… Love's not like that in our world. It's hard and messy and breaks your heart."

"I don't want to love him anymore." Blair began crying again because she couldn't hold it in anymore. Serena moved in closer, and hugged her tight.

"Then don't," she whispered.

Blair prayed it was that easy.

Blair arrived home later that afternoon and was surprised when Dorota told her that her father wanted to see her in his study. Her father was rarely involved in her life. It was always one business trip after the next, and Blair hated the distance that had grown between them. The problem was she wasn't exactly able to be honest with him about the biggest issue in her life – Chuck. That left very little for them to talk about.

"Hi, daddy," she greeted him from the doorway. He looked up from his desk and smiled at her in return. He was tense, though, and she knew that whatever he wanted to speak to her about wouldn't be good.

"Come on in." He motioned for her to shut the door, and she did so. She took her seat in front of him, and he slid a white envelope across the table. There was nothing written on the front.

"What is it?" Blair didn't want to touch it. Something warned her she wouldn't like it.

"I ran into Chuck today. I had to bring Bart some papers, and – Well," Harold sighed, "he asked me to give you this. I was tempted to read it myself, but I refrained." Blair nodded, but still didn't touch it. She didn't want it. "Blair-bear… he looked rather upset."

"Oh?" She tried to play it cool. She couldn't imagine discussing Chuck with her father.

Harold nodded. He was wearing his concerned father face, and Blair realized she wouldn't be getting out of this. "We haven't really talked a lot lately, Blair. How is everything? I didn't even realize you and Chuck were that close."

Blair did her best not to scoff. Harold wasn't blind. He'd realized, he just hadn't known what to do with it. Her father enjoyed life best when he was sticking his head in the sand. She loved him anyway, but she wasn't blind to his faults.

"We're friends." Blair wasn't giving him an inch. Earlier was still too fresh on her mind, and that letter felt like it was burning a hole on the desk. She wanted to shred it. She wanted to forget it even existed.

"Chuck isn't the kind of boy you're friends with." Harold finally got to the point.

Blair cringed. "He's my friend," she repeated a bit desperately. Somehow she knew that after that morning that might not even be true. She wasn't even sure she wanted it to be true if she was honest with herself, but she couldn't explain any of that to her father. "Daddy, I don't-"

He stopped her. "I try to stay out of your personal business, but I'm your father and I can't just ignore this. Chuck Bass is a dangerous influence on your life. I understand that you think he's your friend, but you're young, and you don't understand-"

Blair stood up then, and grabbed her letter. She stuffed it into her pocket and faced off against her father. She wasn't sure where all of her anger was coming from, but he was going to get the brunt of it. "I understand perfectly. Chuck is my friend. I don't choose your friends for you, daddy. And you can't choose mine for me."

Harold stared back at her shocked. They'd barely even gotten into minor tiffs in the past. "I see."

Blair nodded.

"Alright…" Harold's expression evened out, and he smiled. "I'll see you at dinner?"

"Yes."

"Alright." He looked back down to his papers, and Blair exited as quickly as possible.

She rushed up the stairs and into her bedroom, locking the door behind her. She climbed onto her bed and lay there for a few minutes before getting the courage to pull the envelope from her pocket. She stared down at the thing like it was a ticking time bomb, and even considered just throwing it away. Her curiosity got the best of her, though. Very carefully, she broke the seal and pulled out the note tucked away inside. Immediately, she recognized his writing. It brought back painful memories from Greece, and another note, and she wanted to rip this one up without reading. Once again, she stopped herself.

She was done being a coward.

She unfolded it all the way and stared at it blankly. She didn't let her eyes fully take in any sentence. She glanced across a few words, and when none stuck her as offensive or painful she steeled herself to actually read.

_B,_

_I know you hate when I leave you notes, but I wasn't sure I could say any of this to you if I was looking at you. Sometimes it's so hard to look at you, especially lately. Today when you asked me if I loved you, all I wanted to do was say yes, because if I could love anyone it would be you. I felt it the moment I met you. It felt so real. Maybe the realest thing in my life. I don't know. The truth is I don't know how to love you. Sometimes I think I can, but I always end up hurting you instead. I want you to be happy, Blair, and I can't be the person who gives you that. I wish I were. Maybe someday I can be, or maybe you'll tell me to go fuck myself, and I guess I'll deserve that as well. You told me you couldn't wait forever, and that's fair. I don't expect you to. I'm not asking you to. Right now whatever is going on between us is just getting more and more fucked up. I don't want to keep doing that. So, I'm gonna head off with Carter and Nate for a while… try to figure stuff out, give you time to do the same. I don't want this to be goodbye, so I'm not saying it. I'd say I'll call, but I'm not sure you want me to, and maybe for the first time in my life I'm trying to do something for someone else. You know how to reach me. _

_C. B_

Blair stared down at the note for the next hour and a half until Eleanor called her down for dinner. She mumbled her way through that and then returned to her room to stare at his letter once again. He'd said it wasn't goodbye, but the ache in Blair's heart told her it was.


	22. I'll Hold You Up Above Everyone Else

**AN: Drive-by posting. A million thanks to you all!**

**Fake Empire**

Chapter Twenty.

___Everyone's around, no words are coming out_

_And I can't find my breath, can we just say the rest with no sound?_

_And I know this isn't enough, I still don't measure up_

_I'm not prepared; sorry is never there when you need it_

One week passed into two, and Blair began to settle into a Chuck-less life. The first 48 hours were tough, the next 72 were excruciating, and then the following 12 felt like acceptance. Serena told her that she was going through the stages of grief, and she supposed that was true. Anger had been predominant, but so had sadness. She understood why he'd left. She even appreciated his leaving because she knew that if he'd stayed, neither one of them would have been able to stay away from each other. There was that constant pull between them, and even though he was probably oceans away from her, she could still felt herself yearning for him at times. She tempered those feelings by spending as much time with Marcus as she could.

It turned out that Marcus was actually a pretty good guy. He came from a prestigious background that made Eleanor more than a little thrilled. Harold also seemed to really like him, having invited him out on some solo club outings that Marcus promised Blair he enjoyed. Blair didn't really believe him, but she appreciated the effort he was putting into courting her. That was what Marcus called it – courting. He said she was worth the trouble, and after the hellacious past year with Chuck, it felt refreshing. Marcus was not her true love. She'd come to terms with that five dates in when she finally let him kiss her goodnight and nothing close to sparks went off. With Chuck it had been constant fireworks, but that elation always led to the inevitable downfall. She never got high enough with Marcus to fall, and that safety actually felt rewarding in its own way. Who needed true love, anyway? It was just the stuff from silly fantasies, and Blair was beyond that.

On Midnight on her eighteenth birthday, she was hanging out with Serena and Marcus at Serena's apartment. Marcus had supplied the very best champagne, and Serena had brought the chocolate covered strawberries. They'd watched Audrey Hepburn movies all night long, and Marcus had held her hand and laughed at all the same moments she did. It was the perfect night. She ignored the tiny tugging of her heart that was thinking of another birthday, another boy, and a time when magic actually seemed possible. She'd given it her best shot and failed. The only thing she could do now was move on, and she was.

"More champagne?" Serena giggled drunkenly and poured the remaining droplets into Blair's glass. "Oops. All gone. I'll grab another bottle." Serena rushed out of the room to rummage for more alcohol, and Blair cuddled up closer to Marcus.

He leaned down and whispered into her ear. "What are you thinking about, birthday girl?" His accent sounded funny to her slightly toasted ears, and she shivered.

"I'm happy," she whispered, snuggling up to his arm. He smelled delicious, and for a moment she considered leaning up to kiss him. Their relationship hadn't exactly been the passionate type, but that had mostly been her fault. He'd tried to initiate something deeper a few times, but she just didn't feel ready for it. Some part of her was holding back, and as much as she hated that, she also knew she couldn't force it to go away.

"I'm glad." He leaned in to place a delicate kiss against her cheek. She turned to give him her lips, and he'd just begun to kiss her when her phone began buzzing on the table. He pulled back and nodded towards it. "Go ahead."

Blair reached for her phone, figuring it was one of her friends wishing her a very prompt birthday. Hell, as drunk as Serena was, it could have been her from the kitchen. Blair stared down at the number, but didn't recognize it. That gave her a moment of alarm, and she excused herself from Marcus to go answer it in Serena's bedroom. She wanted it to be Chuck, but she hated even thinking it could be. He'd told her he wouldn't call, and it had been six weeks since then. He hadn't called. Hadn't written. Hadn't texted. Hell, he could have been dead for all she knew, and she'd done nothing to rectify that.

"Hello," she answered a bit breathlessly as she threw herself onto Serena's bed. She felt a bit silly getting so excited for what could easily be a wrong number. Still something, some feeling, told her that it was him. It was her eighteenth birthday. He wouldn't miss that. He couldn't.

"Hey." His familiar well-loved voice came through the line loud and clear, and she smiled without meaning to. It still hurt a little to hear him, but the relief was much greater. "Blair?" He sounded nervous, and that made her smile bigger.

"Hey," she returned, unable to keep her excitement out of her voice. She should be angry with him. She should make this hard on him, but she didn't want to. She just wanted to hear him, to talk to him, to enjoy him again. "You called." It slipped out without her meaning to say it, and she cringed. It reeked of desperation, and she hated that.

"It's okay, then?" He still sounded so unsure, and that put her at ease. He was as lost as she was. For once they were on the same footing. "I wasn't sure you'd want to hear from me, but it's your birthday and… I wanted to talk to you." He sounded boyishly excited, and she could just picture him grinning into the phone.

Something loosened inside of her as she lay back against the pillows and clutched her phone tightly to her ear. "I'm glad you called. I wasn't even sure I wanted you to until I heard you voice… It's good," she admitted. He chuckled through the line, and she laughed in return. They always managed to find a way through the awkwardness together. "Where are you?" She decided to give into her curiosity.

"Currently, we're in Budapest. Nate's choice. Don't ask." He laughed, and she knew there was a story behind that. Eventually, when she saw him again, she'd ask him. Saw him… She was smiling again, and she couldn't even be angry with herself for it. This felt right. "What about you? What great adventure has Serena dragged you off to this year? Any more parties in your honor?" His tone was fond and remembering.

She was remembering, as well. Bare feet. A shared couch. Breathlessness. "Actually, we've had a night in. Just me, Serena and Marcus-" She stopped the minute his name slipped out and instantly regretted it. Tension cut across the line, thick and deep. She'd made a grave misstep, and she wished more than anything she could take it back. Hurting him was the last thing she wanted to do. "Uh, it's just a quiet, friendly evening." She was at a loss for what to say.

"Right." His tone was stilted, but not angry. The warmth that had been there before was fading quickly, though, and Blair knew he'd find an excuse to hang up soon. "I'm glad you're having a good night."

Silence stretched between them as she tried to think of something else to say. "So…" She began, but didn't know what to say next. She wanted to ask how he was, but she knew that wouldn't yield the results she wanted. He would take it as pity, or he'd just shut her down further. Finally, she decided on honesty. "I'm sorry I brought him up. I wasn't thinking."

"You're dating him now?" The question was asked begrudgingly.

"I guess so." She felt like such an idiot stammering around. It shouldn't have been that hard, but the truth was she didn't know how much she really wanted him to know. If she told him she was seriously dating Marcus and had actually developed genuine feelings for the guy, Chuck might hate her – or worse, he might never come back. She couldn't imagine the rest of her life without him in it, even as a friend. Because the truth was Chuck had become her best friend. Not in the way Serena was, but in a different way. He understood her. He held her up in ways Serena couldn't. She needed him, and most of all, she missed him.

"It's not a hard question." He sounded snappish, but she ignored it so as not to get into a fight. "Look, I-" She stopped him before he could hang up on her.

"Please, don't do that. I was happy you called, and I don't want to fight with you or end it like this. Can't we just… I want to talk to you. I want to know what you're up to, and I want to tell you what I'm up to, and… I want to tell you that I miss you, because I do. I really miss my friend." A genuine swell of emotion rose up in her, and she didn't even bother beating it back down. She knew he could be spiteful and throw it all back in her face, but she was willing to risk it.

"You miss me?" His voice became teasing, and she knew she'd won him over. "You could always come meet us, you know." It was a hastily given offer, but it made her heart beat faster all the same. "You could bunk with Nate," he joked.

"Nate!" Blair exclaimed, mock offended. "Well, I guess that's better than Carter. But I have to wonder, are you keeping him for yourself?" Chuck laughed on the other line. "I wish I could come," she admitted.

"You could," he pressed. "Just say the word. I don't even think Bart would mind sending the jet for you. You know he thinks you're the best chance I have at being saved." He said this with only a small amount of bitterness, and her heart clenched in return. She could just imagine the tirades Bart had been going on since he skipped town again.

"You don't need to be saved. Your father might, though," she grumbled, getting upset on his behalf. "And your mother – Well, there is just no hope for that one. It's gotten a bit better since you left, and she's satisfied that I'm not going to steal you away from her. Still, it's a weekly campaign for her to get me off this committee, and out of your life." Blair was trying to keep it light, but she knew bringing up Evelyn was a mistake. Chuck never enjoyed talking about his dragon of a mother.

"I'll bet." He was quiet again. "Talk to my father if she gets to be too much."

Blair scoffed at the idea, but decided to change the subject. "So, what about Nate? How has he been? Serena hasn't heard from him, and even though she won't say it, I know it bothers her. He could call, her you know," Blair told him a bit peevishly. She loved Nate, she really did, but she hated seeing Serena so depressed. Her friend hadn't even tried to hide it since Nate up and left without a word.

"Nate is Nate." Blair heard the finality in his tone and realized he wouldn't be saying anything more about that. "I'm glad things are going well for you, Blair. I really am." The sincerity in his voice made her eyes sting, but she blinked back the tears. She'd promised herself no more of that.

"Are you doing well?" She couldn't stop herself from asking. Above everything else that she'd felt since he'd gone, the most predominant was her worry for him. When she'd gotten onto that elevator he'd looked wrecked, and she'd never wanted to be another person who did that to him. She knew it had been unavoidable, a product of both of their decisions, but it still bothered her. She was happy, and she desperately wanted the same thing for him.

"I'm doing okay." She could almost hear him grinning. He always used to tell her that her worrying was quite amusing to him. He called it pseudo mothering. She called it caring.

"Promise?" She wished he were in front of her so she could really look at him, and figure out if he was telling the truth. She worried about what Carter could get him into, especially when he wasn't feeling his best. "I'll kill Carter if he-" His laughter cut her off.

"Blair, I'm really fine. I miss you, though," he admitted, and she could hear the affection in his words. They warmed her, and she became even more grateful that he'd called. It was the perfect birthday present.

"Promise?" She returned again, maybe a bit flirtatiously, but she excused herself for that because she had been drinking champagne all evening.

"Promise," he swore, and the intensity brought things to a whole new level. He must have felt that as well, because he began backtracking immediately. "Carter's bitching about me on the phone, so I need to… I'll talk to you again, okay?" She expected him to just hang up, but he waited on her answer.

"Okay," she agreed, and she was smiling again.

He hung up, and she remained there, lying on Serena's bed, clutching her phone for a few more minutes. She wasn't ready to rejoin Marcus and Serena and her birthday celebration. She wanted to allow herself a little more time to think about Chuck, and smile that special smile she reserved just for him.

The door to the bedroom creaked open, and before she knew it Serena was throwing herself onto the bed beside Blair. Serena had brought a half full champagne bottle, and passed it to her. Blair immediately took a large sip and handed it back.

"Chuck." It wasn't a question. Serena just somehow knew, and Blair reached for the bottle again.

"Yep." She nodded, and handed the bottle back to Serena again. "I asked about Nate," she informed her friend because she knew Serena wanted to know. "He said Nate was doing well. Didn't mention any girls or anything," Blair added.

Serena sent her a half-hearted smile. "I appreciate the effort, B, but we both know Chuck wouldn't tell you if there was. Besides, Nate is a free man. He can do whoever he wants to." Serena laughed like this was funny, but it was hollow, and Blair reached for her hand to hold it.

"I wasn't sure he'd call me," she admitted out loud. It still felt kind of surreal that she'd spoken to him. She didn't feel like she'd used to, like there was something to wait for, something unsaid. She'd made peace with what they weren't, but it relieved her that even beyond that there was something there. The connection that she'd so prized for the last year was real, and he felt it as deeply as she did. For a while she hadn't known if he did, but tonight she finally realized the truth.

"Of course he called you. You're you, and he's him." Serena was still acting drunk, so Blair just nodded like she made perfect sense. "Blair!" Serena threw a pillow at her. "I'm completely serious."

Blair tried not to laugh. "I can see that, Serena."

"No, listen to me." Serena turned so she was fully facing Blair and reached out to grab her cheeks and hold her in place. Blair placated her for the moment. "You're Blair and he's Chuck, and of course he called. He loves you."

Blair's heart pinched, and she shook her head quickly. Drunk or not, Serena was being cruel. She tried to move away and get up, but Serena held her down.

"Wait, wait, wait." Serena was basically body-blocking her. "I'm telling you the truth because you need to hear it. Whatever my issues with him, one thing is clear. He loves you. Maybe it's not how you want, Blair, but it's real. He calls, and he cares, and he loves you. It's right there smacking you in the face, and you can't see it or believe it – I just…" Serena sighed, and looked away. "I just think you're lucky that you have it, and you should know it. You know?" Serena turned to meet her eyes again.

Blair didn't know anything, but she realized just nodding wasn't going to do it for Serena. "He cares about me, and we're friends, but… I told you what happened. I asked him if he loved me, and he told me he couldn't. That was as clear as he could possibly be. And then," Blair laughed out loud, "then he left town. I'm reading the signs clearly, Serena. Trust me."

Serena shook her head again. "You're an idiot." Blair opened her mouth to protest, but Serena waved her hand to quiet her. "It's like you think love is some romantic fairytale, but it's not. It doesn't work that way, I don't think. I think love's the little things, you know, the moments. Maybe he can't say it, and maybe he can't even be the guy you need him to be, but… But the little moments, the details… He got that right. He loves you."

Blair was stunned to hear this coming from Serena. She had never been one of Chuck's biggest fans, and she'd done everything possible to get Blair to run far away from him when he'd been here. It was a total turn around, and Blair really wished she could just write it off due to the alcohol. Serena was being too sincere, though, too sober. This was real.

"He left. He doesn't." Blair shook her head, and could no longer look Serena in the eyes.

Serena let out a soft little laugh. It wasn't bitter, but it was sad, and all too knowing. "Back in Greece, Nate told me he loved me. He said I was the girl for him, and he wanted it to be real." Serena smiled to herself, and for a moment Blair looked at her and saw true happiness, true love. Then her smile fell and tears filled her eyes. "And I told him I didn't feel it."

Blair's heart cracked at the admission. "Why?" She asked a bit breathlessly, stunned.

"Because," Serena laughed again, this time full of bitter regret. "Because I'm Serena van der Woodsen, and I don't do love. Because he's Nate Archibald, and he's supposed to wait for me – because I thought he'd always be there… But he wasn't. I hurt him, Blair. I really hurt him, and now nothing I say, and nothing I do, can fix it. So, I know what it's like to be on the other side of that. I know what it's like to be so terrified of something that you have to run from it. And I know what that regret feels like when you wake up one day, and you realize that the one person in the world you can't live without is the one person you've truly wrecked it with…" Serena bent her head, and Blair watched as a fat tear rolled down her face and dropped onto the comforter.

"You never told me…" Blair was speechless.

Serena looked up again, and wiped at her face. "I was ashamed."

Blair nodded and then, because she could think of nothing else to do, she leaned in and pulled Serena into her arms. She wasn't sure that her situation and Serena's were the same, but she knew her friend was in pain, and she wished more than anything that she could make that go away.

"You could go to Budapest," Blair offered a few minutes later when the tears finally ceased, and they pulled away from each other. "That's where they are, and you could tell Nate everything you just told me, and then-"

Serena was already shaking her head. "I've told him. He knows."

Blair was incredulous, and a little pissed off. "But then why…" It made no sense to her. If Nate loved Serena, he should forgive her and start over. That was what love was all about. It had to be.

"I broke it, Blair. I really, truly broke it. And now I have to live with it… I'm okay with that." Serena squeezed Blair's hand, and tried to smile back at her. "I just… I know you're happy with Marcus, and I think that's great – I want that for you. I just don't want you to go through life thinking that you failed with Chuck or that you wasted your time or something. Because I know you didn't. I know that even when you can't say something, you can feel it. He felt it for you. He called tonight because he still does. And I think it's okay if you do, too…" Serena speared Blair with a knowing look.

Blair smiled sheepishly in return. There was no use in lying about it. "I love him. It's not some big scary thing anymore, I guess. I'm not chasing him anymore, though, and I really do like Marcus. I don't think it's the be all and end all, but it's…" Blair smiled to herself. "It's really nice for now."

"I can tell." Serena grinned back at her.

Blair let out a long sigh and lay back down against the bed. Serena followed suit. "I thought I'd fall apart when Chuck left, but I didn't." Blair turned so she was facing Serena. "You know what I mean?"

Serena nodded again. "You survived."

"I did more than survive, though. I thrived. I let myself get close to Marcus and care about him, and it's been great. He's been great. And at first that freaked me out a little, because I was so scared that caring for him meant I was losing whatever I felt for Chuck… I didn't want that, because as awful as it could be at times, it was amazing at others. Chuck made me feel alive, and wanted, and just… loved." Blair let out a deep breath, surprised at her own words. "I'm okay without him, but I think I'll always miss him when he's not here. Does that make sense?"

"Sure," Serena agreed kindly. "You can miss him, and you can love him, and you can still move on with your life and build something great for yourself. You're superwoman like that," Serena teased, and both girls laughed.

There was a knock at the door then, and they both sat up as Marcus peeked in.

"I brought reinforcements." He held up a fresh bottle of champagne, and another of Blair's favorite movies.

Blair jumped up from the bed and rushed over to him. She pulled him into an enthusiastic hug that surprised him for a moment, but then he was holding her back tightly. "Thank you," she whispered against his chest.

Another month passed, and it was Christmastime. Blair didn't hear from Chuck again, and she didn't call him, either. It felt good knowing he was there if she needed him, but she also knew she had to let go of a few things so she could move forward with Marcus. Their relationship had really begun to grow, and her comfort level with him was something she really valued. He'd decided to forego Christmas with his own family so he could spend it with Blair and hers, and she was really looking forward to it. She'd always wanted to do the cutesy boyfriend-girlfriend things that she saw everyone else doing, and now she had Marcus to do them with. He was just so normal and easy. She was really letting herself enjoy it.

Today, they'd spent the day shopping for presents for her family. She'd guided him through the land mine of giving Eleanor a gift, and he'd been able to handle Harold's all on his own. He'd really impressed her when he'd insisted on getting Dorota and Serena gifts, as well. He was all class, and she preened as she walked through the department stores with him. They decided they were going to head to one of their favorite little bars for some spiked eggnog before meeting with Serena to go to her mother's last-minute party. Eleanor had been bitching about it all morning, but you still couldn't miss a Lily van der Woodsen party. It was just unthinkable.

She was holding Marcus's hand as they walked into the bar and asked for a little table in the back. They were escorted there quickly, and Blair was so busy reveling in her happiness at the holiday season and Marcus that she almost didn't see her father. It was his unmistakable briefcase that caught her eye. She'd picked it out for him a few years before, for his birthday, and he'd used it proudly ever since. She stopped short to greet him, and that was when she noticed what he was doing, and who he was doing it with. Across the table from him was an attractive, dark-haired man. He was leaning across the table, invading her father's personal space, and kissing him. It wasn't passionate, but it wasn't just a hello, either.

Blair skidded to a stop in her high heels and almost tumbled over. Thank God Marcus was there to steady her. Her father hadn't noticed her yet, and her gut clenched as she watched him reach across for the man's hand and lovingly caress it. Her father was looking at him the way he never did her mother, and without seeing another thing, she knew what this was. Her stomach bottomed out, and she rushed off to the bathroom without looking back. She spent the next thirty minutes in the stall praying everyone would have left before she came out. She could not look at her father, or Marcus or – God forbid – that man who was with her father. She needed all of this to disappear.

She pulled out her cell phone and sent off a hasty SOS to Serena. She needed her best friend to come rescue her, and she wasn't coming out until Serena arrived. All Blair could think about was her father kissing that man, holding that man's hand, looking at that man with love in his eyes. He was bisexual. Or he was gay. Who the fuck knew, but she definitely knew he was cheating on her mother. He was cheating on their family, and that made her irrationally angry. This could not be happening. It was Christmas. She was happy, damnit. She was finally happy, and – Her breathing became choppy, and she knew she was giving way to hysteria. She tried to pull it together, but by the time Serena finally pushed her way into the stall, Blair was having a panic attack.

"Breathe," Serena coached her, pulling her to her feet. Serena practically carried her over to the sink. Blair could barely protest when Serena threw water in her face and began blotting her with a towel. It all felt like a dream or a nightmare or someone else's life.

"No. No. No," Blair kept repeating over and over as fresh tears came to her eyes. She had to tell her mother. She couldn't lie about this, not even for her father. Harold was a liar. He was a liar and a cheat, and she hated him. She couldn't believe him. How could he be so careless? So stupid? If he was going to do this he should have done it behind closed doors. He never should have put her in this position. He was ruining them. He _had_ ruined them. Blair felt like the world was crashing down around her, and she could do nothing to stop it.

"Blair." Serena grabbed her hands and pulled Blair around to look at her. Things were still blurry and made little sense, but Blair's breathing was finally evening out. "I got Marcus to go home and wait for your call, but your father won't leave. He wants to talk to you." Serena waited for a response, but Blair just stood there. "Tell me what you want. If I have to drag him out, I will, but he's your dad, and I… Maybe you should let him explain… Whatever happened." Serena was still confused.

"He was kissing someone else," Blair blurted out, feeling nauseous all over again.

"He's having an affair?" Serena's face fell. Just like Blair, she'd never have believed that the perfect Harold Waldorf could ever stoop to that level. "Well, the woman is gone. You don't have to worry about running into her."

Blair laughed out loud. "Man," she whispered. Serena just stared back at her. She didn't get it. "He was kissing a guy," Blair repeated, unable to stop herself from laughing. She was full out giggling then, and Serena joined in without meaning to. It sounded like the most absurd thing on the planet. "My father is gay. I caught him kissing some man. Oh, my God." Blair bent over and dropped her head. Everything was spinning.

"Okay, okay." Serena reached for her and guided her onto the ground, where they both sat down. "I'll make him leave." Blair was crying again, and Serena leaned over to wipe at her tears. "We'll fix this, Blair. It'll be okay." Serena got up and headed out to make Harold leave.

"No, it won't," Blair whispered to herself, and she knew she was right.

She finally went home later that night, because she knew she couldn't avoid it any longer. She heard her mother screaming the minute she came in the door. Dorota tried to get her to go upstairs, but she didn't heed her warning. She headed straight for her father's study, where her mother was throwing around anything of his she could find, and she looked to be in a pure rage.

"You selfish son of a bitch!" Eleanor roared, and both Blair and Harold flinched.

"Eleanor-" Harold began in that hopelessly appeasing tone that Blair was really beginning to loathe.

"Do not even say it. We had a deal, Harold. We had a deal that you would keep this behind closed doors. That you would never embarrass me like this, and with our daughter! With Blair! I cannot believe you've done this." All the heat seeped out of her mother's voice, and pure hurt shined through.

Blair must have a made a noise then because both of her parents turned to look at her. Harold jumped up to come towards her, but Blair recoiled, and he stopped in his tracks. Eleanor stood defeated somewhere between them, and for a few moments the three of them just looked anywhere but at each other. It was over. Blair knew it, felt it, hated it with everything in her. Her perfectly dysfunctional family was crumbling, and she blamed both her parents for it. Her father for being so disloyal, and her mother for ever putting up with this in the first place.

"You knew?" She turned on her mother first. "You knew he was…" Blair couldn't even say it. Still couldn't even believe it. Her father was gay. It just sounded so ludicrous. She knew gay people. She had gay friends. She was very accepting, but her father… Her father could not be gay. He was her daddy. He was supposed to love her mother, or at the very least love _women_. He loved neither. In that moment, she wasn't even sure he loved her anymore.

"Blair-bear-" Harold began.

Blair turned to him, and her voice shook with fury. "Don't."

"Blair," her mother's voice was more consoling. She'd pulled herself back together, and whatever she was feeling was carefully concealed now like it usually was. "We'll talk about this in the morning. I think we all just need a period to calm down and-"

"He was kissing a man!" Blair cried out. She couldn't be the perfect little daughter. She couldn't stay calm. She couldn't forget it, and she really resented her mother for even trying to make her. Eleanor might be okay living in a land of make believe, but Blair couldn't stomach it. "He was cheating on you with a man, Mother. God, wake up!"

"That's enough, Blair," Eleanor scolded her, but her tone was far from firm. She was just as wrecked as Blair, and Blair softened towards her instantly.

"Sweetheart," Harold tried again. "This isn't your mother's fault. This isn't anyone's fault, really. Things just happen, and I'm so sorry that you had to see that. I would never-"

Blair couldn't stand listening to him. "I know this isn't her fault. This is your fault. You cheated on us. You broke this family. You lied. You have been lying!" Blair cried out, still not quite believing any of this was happening. Her heart felt beyond bruised, beyond broken. It was crushed. "I don't even know who you are anymore, Daddy." Her voice broke, and she began crying.

Eleanor came to her quickly and wrapped a comforting arm around her. Blair huddled into her mother's arms, and took as much solace as she could from her. It felt so weird, though. This was her father's job. He was always the one who put her back together. Now he was the one who'd broken her. She pulled away from her mother and faced off against him again.

"You need to leave." She could barely meet his eyes.

"Blair-bear-" He started.

"Don't call me that!" She screamed at him, and her voice was practically cracking with rage. She'd never felt this angry before, like there was nowhere for any of it to go, so it just exploded out of her. "Don't you ever call me that again. You ruined it. You ruined it all. Get out. Get out!" She yelled, flinging her arm towards the door.

Eleanor just stood there mutely, too broken down to say much more. "Perhaps, it would be best if you got a hotel for the night, Harold."

"No," Harold shook his head. "We can all talk about this. Your mother and I can explain, Blair. I know this is hard to understand, but your mother understands and-" Harold turned towards Eleanor for help.

Eleanor shook her head. "No, I don't."

Her mother walked out of the room and up the stairs without another word. Blair watched her go, and felt more sympathy for her than she ever had before.

"Blair, please listen to me. This isn't something that I've done to hurt you or your mother. I've tried to shield you from this, but I… I love Roman, and-" Blair raised her hand to stop him, and he finally shut up.

"I don't want to hear about you loving that man, or not wanting to hurt me or Mom. I don't care. I just want you out of this house." Her voice quivered, but she stayed firm. He didn't move, and she finally looked up to look him directly in the eyes. "I don't want you here, Daddy."

She finally got through to him, because her father's face fell in defeat. He walked over to his desk and gathered a few of his things in the brief case she'd once been so proud of. He came towards her and stopped right in front of her. He stood there for a few moments, but when she refused to look at him or say a thing, he walked past her. He didn't bother gathering anything from his room. He was smart enough to know Eleanor wouldn't want him up there. Dorota called the elevator for him, and Blair hung back in the doorway, watching him leave.

He turned back to her at the last minute, and she saw real tears in his eyes. His voice shook when he spoke. "I love you, Blair. I love your mother. Whatever you must think of me now, please know that."

Blair said nothing. The elevator opened, and he stepped on. She turned away from him before the doors could shut and rushed up the stairs. She made it to her room and climbed into her bed. It was barely two o'clock in the afternoon, but all she wanted to do was sleep. She wanted to forget. She wanted to stop existing for a while. None of this made any sense. She hated her father, but she missed him just as badly. Her cell phone buzzed beside her, and she knew it would be Serena.

'Ok?'

Blair turned her phone off. She couldn't deal with anyone or anything. She just wanted to lay in her bed, and cry, and mourn, and pretend this was someone else's life. Some hours later, she finally exhausted herself crying, and fell into a fitful sleep. She kept seeing her father in that bar, and the dark haired man, and her mother screaming and crying. Blair was always there, mutely standing in the corner, watching the destruction of her life. She woke up a few times when Dorota tried to bring her dinner or her mother peeked in, but she sent them both away. She was devastated, and she didn't know what to do with that.

It began storming sometime around midnight, and she finally got up and changed into her pajamas. She watched the storm for a few minutes and wondered where her father was right then. Was he crying alone in his hotel room, hating himself for what he'd done? Or he more probably was off with Roman, whom he apparently loved and was willing to throw her and her mother away for. That thought started the crying again, and she crawled back under the covers praying for sleep. Eventually it found her.

A little while later, she felt the bed move beside her, and she groggily realized someone was on it with her. She figured it was either Dorota come to force-feed her, her mother drunk and upset, or a worried Serena who just couldn't stay away any longer. She turned towards the interruption, and slowly adjusted her eyes in the darkness. It was with a great shock that she realized it was Chuck.

"Hey, it's just me," he said quickly, clearly afraid she was going to freak out about a stranger being in her bed with her. The thought made her smile, but then reality set it again, and tears began leaking out. "Blair?" He whispered.

"What are you doing here?" Her voice was rough from hours of crying and sleep. She was worried she was dreaming this, and she was going to wake up with him gone. It just felt too much like a miracle that he'd be here right now when she needed him most.

"Serena called me. I got the first plane out," he explained, and she heard him kick off his shoes before climbing under the covers with her. He didn't move to touch her, but she could smell him, that same intoxicating smell that always got to her, and his body warmth spread to her within seconds.

"You flew commercial?" She blurted it out without thinking, but that was the one thing that was sticking in her head when nothing else made any kind of sense.

He laughed softly. "The jet wasn't available." He reached for her hand beside him, and covered it with his own. Fresh tears sprung to her eyes again, and she began crying, or rather sobbing. The events of the evening, coupled with the fact that he'd flown there to see her finally caved in on her. "It's going to be okay," he promised her and pulled her fully into his arms.

She crawled into his embrace and laid her head on his chest. She couldn't stop the horrible sobs erupting from her chest, and with each one his hold tightened just a little bit more. He was rubbing her back and her hair, whispering over and over that everything would be okay. She didn't believe him, but she knew he meant it, and she clung to that as her last lifeline.

"It hurts," she cried as she clutched at him.

He leaned in, kissing her damp forehead, and wiped at her messy face. "You'll get through this. I'm here. I promise I'm here for you. Whatever you need," he said this all piece-meal throughout her sobs. "Whatever you need," he repeated.

"I hate him. I hate him so much." Her entire body shook with emotion. "Why would he do this to me? I thought he loved me. I thought he loved our family, but he loves Roman! He loves fucking Roman."

Blair jumped up from the bed then and ran into the bathroom. She began dry heaving into the toilet. Chuck came in then and kneeled behind her. He held her hair back from her face and handed her a damp rag. She finally got a good look at his face then, and noticed the rough stubble, and the messy too long hair, and the wrinkled clothes. He looked awful and amazing all at the same time, and she turned to bury herself in his arms again.

"Thank you for coming," she whispered against his neck as he held her.

"Anytime," he promised.

He helped her back to the bed with him, and they both climbed under the covers. The minute he was settled down, she moved back into his arms, and he cuddled her as closely as she wanted without a word of protest. She felt absolutely wrecked, but when he was holding her, she almost believed she'd get through this, that _he'd_ get her through this.


	23. And You're Still Here

**AN: First, I want to say a big thank you to everyone for the amazing reviews for the last chapter. I read every one of them, and honestly treasure them all. I also really enjoy reading not only the good stuff (but of course that's my fave ;) ), but also the constructive criticism, or just any reaction you guys have to the chapter. I saw a few reviews where people commented on the disconnect they felt with Blair in the last chapter, and were unhappy that she was moving on with Marcus instead of working on herself. I wanted to address that here, because I found it to be an interesting issue. Special shout out to annablake whose review really made me think about where I was going, and what I was trying to show. Without getting too in depth I want to respond to the ideas you guys have thrown out. First, everything is coming from Blair's head, and Blair has an amazing ability to convince herself she's happy. She's done it all along. She was able to accept the very little Chuck was offering for so long, because she told herself that was fine even though deep down she knew it wasn't. I've tried to write some of that self-delusion into her relationship with Marcus. She wants to be happy, so she's forced herself to be happy. She doesn't want to be alone, so she's using Marcus as a crutch without really meaning to. She's an 18-year-old girl whose heart just went through the blender, and she's desperately trying to protect herself from letting that happen again. All of that said I didn't want Marcus to just be a prop she used to get over Chuck. I feel like that would be a disservice to Blair's character. She's genuine in her desire to move on from Chuck. In the end running away never gets you anywhere, and I hope to delve into that concept in the future. For so long Chuck was running… what happens when the shoe is on the other foot?**

**Fake Empire**

Chapter Twenty-One.

___You see everything, you see every part  
You see all my light and you love my dark  
You dig everything of which I'm ashamed  
There's not anything to which you can't relate_

Blair sat by her window and watched as the snow fell outside. It had been going steady since she'd woken up that morning, and it didn't look like it was going to let up anytime soon. As a child, she'd loved snowstorms. When they were really bad almost the entire city shut down, and that meant no school for her and no work for her parents. Her mother hated the snow, and usually locked herself in her office all day, but her father had always reveled in it with her. He'd sneak her outside past her mother and Dorota, and they'd make lopsided snowmen. Sometimes they'd even have a snowball fight. Her father always let her win.

The memories made her feel sick to her stomach, so she closed the blinds and walked back over to her bed. Chuck was still sleeping beneath the covers, and she climbed in beside him. She allowed herself a few moments just to take him in and watch him sleep. He really did look rough. She couldn't remember ever seeing his hair this long before, and his beard almost looked funny on his face. He'd been transformed from the sophisticated Chuck Bass she knew to someone she hardly recognized. For some reason that bothered her more than she understood.

Last night, she'd convinced herself he was an apparition. Her mind had to be playing tricks on her by showing her the thing she wanted most at the time she needed it most. She tried not to delve too deeply into the fact that Chuck was the answer her subconscious had sought, and she'd allowed herself a small reprieve from the pain in her chest. That's why it had been a great shock when she'd rolled over in bed and found herself bracketed in his arms. He was there. He was real.

She didn't know what to do with that.

He stirred in the bed beside her, and she forced a more casual expression onto her face. It took him a few minutes to rejoin the world. He stretched lazily, groaned as the dim sunlight invaded his retinas, and then finally turned to look at her. She tried to smile down at him, but it fell flat. He seemed to understand immediately and reached out for her hand. He gave it a soft squeeze before sitting up and glancing around her room. It should have been awkward. She should have felt uncomfortable, or guilty, or anything other than what she actually felt – relief.

"You're here." It came out a bit breathless, because it was still sinking in on her. "You came for me," she whispered more to herself than to him. The hand he'd placed over hers tugged her in, and she relaxed, lying back beside him.

He wrapped his arm around her shoulders and cuddled her close to his chest. "Where else would I be?"

She looked up at him quickly. It was such a simple statement, but it meant more to her than she would ever tell him. The worst moment in her life, and he'd shown up. For a moment, she felt tears pricking behind her eyes. To fend them off, she buried her face in his chest and tried to refocus her thoughts. She was sick and tired of crying. As far as she was concerned, her father did not deserve her tears. He'd betrayed her.

"You know, you should eat something," he scolded her like a mother hen. She laughed into his chest, but he didn't give up. He pulled himself into a sitting position and guided her to do the same. His arm stayed around her shoulders as he spoke. "You don't look good, Blair."

She frowned. "Thanks." She tried to move away from him, start reasserting the distance she so desperately needed, but he wouldn't let her move. "Let go," she growled up at him as she squirmed in his arms.

"Stop it," he shot right back. "I'm worried about you." She could hear the sincerity in his voice, and she settled back into his hold. "You scared me last night." It was a hushed admission, and her eyes immediately jerked to meet his. She couldn't believe anything in the world actually scared him. "Please, let me call Dorota to bring you something up. Or you can, and I'll hide in the closet if you want."

Blair couldn't stop the silly grin that spread across her face. "You're going to hide in my closet?" She giggled as she pictured it.

He smiled back at her. "Your closet is insanely large. I could camp out in there."

Blair nodded, because it was true. "You don't have to hide. I think Dorota might actually like you. She's never ratted me out to my mother before. She watches Marcus like a hawk when he's here." Chuck stiffened beneath her, but didn't comment, so she barreled on. "Fine, you can call Dorota. Tell her I only want some fruit."

Chuck moved away from her for a moment and grabbed for the phone beside her bed. He waited for an answer, and Blair watched him while he was distracted. She kept expecting him to realize how amazing he was being and bail, but he didn't seem in any hurry to leave her. In fact, if Blair was completely honest with herself, it almost seemed like he _wanted_ to be there for her. That was so unlike the emotionally stunted boy she'd said goodbye to months ago that it made her uneasy.

Chuck's voice broke her out of her thoughts. "Fruit… and toast and eggs, as well. Oh, and juice. Coffee for me, thanks." He placed the phone back down and turned back to Blair. "She said she'll have it up soon. You must have really freaked her out. She didn't even start swearing at me in Polish."

Blair smiled at him tightly. "You must be hungry… ordering all that food." She speared him with her gaze. She knew this game well, and she didn't feel like playing. Chuck was worse than her mother.

He just shook his head and walked past her into the bathroom. She heard the door click a bit loudly and knew he was annoyed. She couldn't be bothered to deal with that now, though. She needed to figure out everything else. First, she knew she had to call both Serena and Marcus. She'd dropped Marcus without a word yesterday, and Serena was most likely going out of her mind with worry. Then she'd have to speak with her mother. Her stomach roiled at the thought of that. She had no idea what either of them could say. Her father was gay. Her father didn't love her mother. Her father was ruining their family. It all came down to Harold.

Chuck came out of the bathroom a few minutes later, and he looked a bit more groomed. He'd slicked his hair back with water, and attempted to shave his face. She almost laughed at the tiny little nicks her razor had left behind. He was half sophisticate, half mountain man.

"You look ridiculous," she teased him good-naturedly. He glared in her direction, but she ignored him and went into the bathroom to get a wet towel. She came back with it and forced him to sit back down on the bed in front of her. "I promise this will be painless." She took his silence as an assent, and began applying the towel to his face.

"Ow," he complained without much heat.

"You just couldn't wait?" Blair joked as she continued to clean him up. In truth, he didn't look that bad, but she was enjoying administering to him too much. It still shocked her how attractive he was up close and personal. It was his eyes, or his face, or maybe it was his mouth. He was pouting now, and she had the insane urge to kiss him. She forced that down, though. Boyfriend. Father. Inappropriate. She scolded herself repeatedly.

"I looked at myself in the mirror," he grimaced, and she began giggling again. "It's not funny." He shook his head, but he was half smiling and his eyes were doing that twinkly thing that always made her chest tingle. She hated that he still had that effect on her, but she feared it was one of those involuntary reactions she'd never be able to control – kind of like breathing.

"Let me enjoy myself." He stopped fidgeting, and she ran the towel across his face one more time. "There." She told him, satisfied that she'd done a good job. He still didn't look as tidy as he usually did, but he wouldn't scare Dorota if she came in.

As if on cue, there was a quick knock on the door and Dorota appeared. She placed a large tray filled with everything Chuck ordered in front of Blair. To Chuck, she handed a coffee and nothing else. She looked between them two of them sitting on Blair's bed, but thought better of making any comment.

"Feel better, Miss Blair," she murmured as she left.

Blair stared down at the food laid before her and frowned. Her stomach felt empty, but she couldn't imagine touching any of that. She still felt nauseous any time she even thought about the day before and everything that had transpired. She knew Chuck would harp on her if she didn't at least try to replenish her strength, though, so she grabbed a few grapes and slid the tray towards him.

Chuck sipped his coffee and watched her pop a grape into her mouth. She had to remind herself how to chew with him staring at her like that, and eventually she had to look away. He was not pleased.

"I'm not a child," she grumbled under her breath. He picked up a piece of toast and handed it to her. She just stared at it. He glared. She pouted. It was a standoff, and she'd be damned if she gave in. She wasn't hungry, and he was not her father or even her caregiver. "Go home, Chuck. You're starting to piss me off," she practically growled at him.

He remained unmoved. Only a slight frown chased across his face. "You look like shit. When was the last time you even ate anything?" Blair opened her mouth to answer him, but then realized she couldn't remember. She and Marcus hadn't had a chance to eat before she'd seen her father. "You're going to pass out," he told her softly. If it had sounded like anything less than a plea, she would have snapped at him again, but when she met his eyes, she saw genuine concern staring back.

She guessed she was a bit hungry.

She took the toast from him and began nibbling on it. It was just a bit overdone, the way she liked it, so she continued to eat and even had another grape. He was appeased for the moment and began digging into her eggs himself. For the next little while they just sat there in silence, eating and ignoring the elephant in the room. Blair's entire world had been rocked, and the next step was daunting.

Her phone began buzzing beside her, and she grabbed it immediately to answer. She saw Marcus's name flash across the front and almost decided to answer it outside of her room. She didn't want to run into Eleanor just yet, though, so she sucked it up and hoped Chuck remained occupied with his food.

"Hey," she greeted Marcus tightly. She really had no idea what to say to him. He'd witnessed the single most humiliating moment of her life. Her father was cheating on her mother with another guy. It sounded absolutely ridiculous, like it belonged on Jerry Springer or something. Marcus was English and refined. They didn't have Jerry Springer across the pond, she was sure.

"How are you doing, Blair?" She was surprised when all she heard was caring in his voice. He wasn't disgusted with her drama. Her shock kept her silent, and unfortunately brought Chuck's attention to her. "Blair?" Marcus pressed, concerned.

"I'm here," she answered quickly and got up from the bed. She walked over to the window, and watched the still falling snow. She could feel Chuck watching her, but she didn't dare look at him again. "I'm sorry I didn't call you yesterday. I meant to, but…" She couldn't continue because it was a lie. She hadn't really thought of Marcus at all except to be embarrassed that he'd been there and seen her total meltdown.

"Don't worry about it. I just wanted to make sure you were okay. I know you must be going through hell, Blair. I'd like to come see you if you want. I want to be there for you." He sounded so earnest, and she felt a little bit low that she didn't want the same things. She wanted space, not comfort.

"Today isn't a good day, actually. My mother is… well, you can imagine. Can I call you later in the week? I'm sorry that I'm so…" She didn't know what she was so she didn't continue. "I'm sorry," she repeated in a whisper.

"There's nothing to be sorry about. I'm here whenever you need me. Take care of yourself," he sounded like an absolute dream, and she was glad he hung up before she had to respond.

She continued to look out the window until she'd pulled herself together enough to turn around and face Chuck. He was still watching her, just as she'd expected. His expression was blank, just as she'd expected. Chuck wasn't one to give away his inner thoughts. For once, Blair decided it would be better to avoid the minefield than to dive back in. She just hoped he felt the same.

"So… Where are Nate and Carter? Did they come with you?" She wanted to try for normal conversation, but the look on his face told her that wasn't going to cut it. "Were they upset you left?" She tried again, sounding a bit desperate.

"Blair…" He said nothing else.

"I don't know what to do," she admitted, and she hated that her voice cracked. She stood still by the window, but she didn't turn away from Chuck. Part of her just wanted to crumble where she stood, crawl back into bed, and let Chuck hold her until this all faded away. The other part of her knew she had to get up, face this, and figure out a way to go on.

He got up from the bed and walked towards her slowly. He stopped short just in front of her, clearly giving her the option of what she wanted next. It was no contest. She dove right into him, and was comforted the minute his arms wrapped around her. He was such a solid force of security that she never wanted to let him go. She dreaded the moment when he'd walk away from her again.

A while later, they were lying back in her bed. She'd convinced him to regale her with some stories from his latest adventure, and he'd just finished telling her about Carter's escapades with a Hungarian prostitute. For a while she'd actually managed to force thoughts of her father out of her head, but as her laughter faded, it all came back again.

"I couldn't believe I was looking at my father… You know?" She broke into their companionable silence abruptly. He looked down at her, and she met his gaze. "For a minute I just… I didn't believe it was real. Not my father."

Chuck nodded. "Did you talk to him?"

Blair let out a bitter huff. "Of course not. I couldn't even speak. I ran to the bathroom and hid in there until Serena arrived. She made him leave." Blair felt her chest tightening as she remembered those awful moments when she'd been alone in the bathroom, the image of her father and his boyfriend replaying over and over in her head. "It's not that he's… gay." Blair could barely say it.

Chuck raised his eyebrows in return. "That had to be a shock."

Blair nodded and almost let herself laugh. It was ludicrous, actually, but she didn't need to voice that. "It was that my perfect father was cheating on my mom… on me." Blair still couldn't wrap her head around that. Eleanor had always been the bad cop. Her father had always been good. He'd always been right. It shocked her that he was so very wrong this time. "Roman was… definitely surprising, but… I just never expected him to do that to us. Ever." Blair shook her head.

"He's human, Blair." Chuck's words were spoken carefully, so soft she almost didn't hear them. She stiffened immediately and was ready to bite his head off, but he continued before she could. "He screwed up. There's no denying that, and if you want to hate him, then hate him. I'll stand behind you, but…" He shrugged and looked away from her.

Blair didn't really want to hear the rest, but she knew she needed to. If anyone understood family dysfunction, it was Chuck. "But…" She prodded him.

"Your dad is a good father. Maybe he's a shitty husband, but he loves you. That's always been clear. Hell, you're the one who's always told me how amazing he was." Chuck looked sheepish when he finished, and his gaze wouldn't meet hers again.

"Maybe I was wrong," Blair shot right back. She couldn't reconcile the father she loved with the man who had betrayed their family so badly. It just didn't fit. He was supposed to love them. He was supposed to be faithful. She knew her mother was hard, but… This wasn't her life. "I can't forgive him." She decided, giving into her anger.

Chuck said nothing in return.

She sat up quickly. She was determined to pull her life back together. She wouldn't let her father derail her like this. He'd made his choice, and obviously that was Roman. He wouldn't have been kissing the man in such a public place if it weren't. Blair couldn't change that, but she sure as hell didn't have to mope around after him.

"I need to go see Serena," she announced as she headed into her closet. She pulled on some fresh clothing and came back out to find Chuck lying exactly where he had been before. "I want you to come with me…" She pressed, hoping he wouldn't deny her. She wasn't quite ready to let go of him yet. He'd probably disappear on the next flight out if she did.

"I'll wait here. You can go see Serena alone." He relaxed back into her pillows and turned on her TV.

She frowned at him. "But it's snowing," she tried. He smiled, but shook his head anyway. The gnawing fear that he was going to leave her again wouldn't go away. "Chuck…" She didn't know what to say.

He looked away from the TV and recognized the distress on her face. "I'm not going anywhere, Blair." He held her gaze, practically willing her to believe him. She still wasn't one hundred percent sold, but he seemed dedicated to staying. She'd have to accept that for now.

"Alright." She nodded. "Hide in my closet if my mother comes by."

She headed out of her room and crept down the stairs, hoping to avoid a run in with her mother. It wasn't that she was angry with Eleanor; it was that she had absolutely no idea what to say to her. For so long, she'd held her father up on this pedestal, and now she realized just how wrong she'd been. Her mother might be hard to live with, but at least she'd never abandoned Blair. Harold was doing that by choosing Roman over their family, whether he realized it or not.

The elevator opened in front of her, and she froze where she stood. Her father stepped off, startling the moment he spotted Blair. For a second it looked like he wanted to smile, but that washed away the moment Blair turned to leave. She couldn't face him.

"Blair!" He called out to her desperately, and she found herself stopping even though she didn't want to. She'd never been able to walk away from her father, and no matter how much she hated him, she couldn't then either. "Please, Blair-bear. Can't we talk?"

Blair turned around slowly to look at him. He looked the same. He looked like her father. He was carrying that beat up brief case. His hair was casually askew. His clothes just a little mussed up. He was her daddy, and everything looked the same, but nothing _felt_ the same. She didn't know him. She didn't know one of the biggest parts of him, and that hurt more than anything else. He'd lied to her.

"I don't have anything to say to you." Her voice quivered, and she felt her hands shaking. She was five years old again, small and afraid. "You shouldn't have come back here. Mom doesn't want to see you." Blair wasn't sure if that was true or not, but it was easier than the truth.

Blair didn't want to see him.

"Then let me talk… Please, I promise I won't keep you long," he begged her, and Blair found herself nodding without meaning to. He took a step towards her and lifted a hand to touch her. She immediately moved back and wrapped her arms around herself. His face fell in disappointment, but he didn't try it again. "Can we go into the study?"

Blair shook her head. "Right here. This won't take long."

Harold nodded. "Alright." He clasped his hands nervously in front of him and glanced anywhere but at her. She could feel his desperation. It was as thick as her anger. "I wanted to first tell you that whatever happens, whatever has happened, nothing will ever change how I feel about you." He finally forced himself to meet her eyes. They both flinched at what they saw there. "I love you," he said with more feeling than she'd ever heard from him before.

"Do you?" Blair shot right back. "Were you loving me when you were cheating on my mother? Were you loving me when you lied to me? Because you're a liar, daddy." Her face crumpled, and her voice broke as fresh tears began. "You… You're…" She couldn't say it. It still felt so foreign to her.

"I'm gay," Harold whispered.

All the air got sucked out of Blair's lungs, and she felt as if she were being sucker-punched. She'd known it was true. She'd found a way to intellectually accept it last night, but part of her still doubted it. Part of her thought maybe he was just experimenting the way Serena once had. It was a new fad, and everyone was trying it. Harold wasn't trying anything, though. He was finally being honest, and Blair didn't have a clue what to say.

"I'm so sorry," her father immediately began apologizing. For a moment, Blair allowed herself to feel for him. She recognized the shame and desperation in his eyes, and it cracked at her hurt and anger. "I love Roman, Blair. I really do, and-"

Hearing that man's name completely shut Blair down. Roman. Roman had ruined her family. He'd taken her father away. A fresh swell of rage rose inside of her, and she forced her tears back down.

"I don't want to hear about Roman," she snapped at her father. Her tone was venomous, and Harold recoiled from her. "I know you love him. He's clearly the only person you love." She used her words to hurt him, and she felt vindicated when they hit their target. She needed him to leave.

"No." Harold shook his head, and she was shocked to see tears falling down his cheeks. In all her life, she'd never seen her father cry. "I love you. I love your mother. I love our family, but… I couldn't live a lie anymore. I can't live a lie, Blair-bear." This seemed like a revelation even to him.

Blair understood then that everything was over. Her father was truly leaving them. He was choosing Roman over her. She'd lost. She felt herself begin to shake, but she couldn't stop it. It all felt surreal. Tears were falling, maybe she was even sobbing, but no sounds were coming out.

"Blair." Harold advanced on her and pulled her into his arms. He tried to hug her, but she thrashed away from him.

"Don't touch me. You're a liar. You're a liar." She kept repeating it over and over.

Blair heard the pounding of steps behind her and turned to find Chuck. He looked just as stunned as she felt while he took in the scene. Harold stepped back in shock at Chuck's appearance, and for a minute none of them spoke. Then Chuck collected himself and noticed Blair was near collapse. He came towards her quickly and pulled her into his arms. She didn't move to hold him. She didn't speak. She just stood there numbly.

"Blair, please listen to me. I never meant to lie to you. I just didn't… I didn't know what to do. Please." He reached for Blair again, but she shrunk back into Chuck.

"Don't," she whispered, and it was a guttural sound. He'd broken her heart.

"Blair-" Harold tried again. He was crazed with desperation.

"Mr. Waldorf." Chuck stepped forward before Harold could move in again. Harold looked away from Blair to Chuck, and finally took in his appearance. "I think you should leave, Sir." It was the most deferential Blair had ever heard him sound.

"No." Harold shook his head. "I don't know what in the hell you're doing here, but you're not going to keep me away from my daughter. Blair?" Harold tried to step around Chuck, but Chuck refused to budge. "Get out of my way, Charles."

Chuck shook his head solemnly. "I can't do that. She doesn't want to talk to you right now." He stepped in a little closer to Harold and lowered his voice. It almost sounded like sympathy when he spoke. "Just give her a little time."

Harold couldn't listen, though. "Please, Blair." He begged.

Blair came back to her senses and forced herself together. "I don't want to see you, daddy." Blair couldn't watch the crushed look on her father's face any longer, so she took the stairs as quickly as she could and went back to her room.

A few minutes later, Chuck reappeared. He crawled back into the bed beside her, and she immediately turned in his arms. He held onto her tightly, and she gripped at him like he was her last source of strength. In so many ways, he really was.

"He's gonna leave me." She cried without meaning to. The dam burst inside of her, and she was sobbing uncontrollably as he continued to hold her. He rubbed her back and her hair. He never promised her it would be okay. She was most grateful for that. "I don't know what to do." She said it over and over again until her throat felt raw.

Hours may have passed before she finally pulled it together. She stayed laying in his arms and turned over so she was draped across his chest. He never made a move to leave her. She wasn't sure what she would have done if he tried. Probably barricade the room.

"He loves you." His words shocked her out of her reverie, and she turned to look at him. "He does." Chuck sounded so sure, but Blair shook her head.

"He's leaving me. He loves Roman. Not me." She couldn't imagine what the next day was going to be like, the next week, all the holidays, the birthdays – her father would be with Roman. She'd lost him.

Chuck leaned his forehead down so it was gently resting against hers. "That man down there begging you loves you, Blair. He wouldn't have come here if he didn't." Tears continued to slide silently down Blair's cheeks, and Chuck reached out a hand to brush them away. "You don't have to forgive him. I just thought you should know that."

Blair curled herself more tightly against him. "Everything hurts. I just want…" She broke off because she was scared to say it out loud.

"What?" He encouraged her softly.

"I want everything to go back. I want to be daddy's little girl. I want him to love my mother. I don't want to lose him." Her chest was heaving, and she felt sick to her stomach. This nightmare was never going to end.

"You won't. He's your dad. Contrary to what my father thinks, that actually means he loves you no matter what. Maybe some things change, but that… That's unshakable. That kind of love… it's real." He met her eyes head on, and for a moment Blair forgot they were talking about her father. It seemed to go beyond that.

"Chuck…" She didn't know what to say.

"Just go to sleep." She shook her head. She was still afraid he'd be gone when she woke up. He leaned down and placed a kiss against her forehead. She closed her eyes and soaked him in. He then slid down so his mouth was hovering by her ear. "I'm not going anywhere. Trust me."

Blair didn't want to trust him. It felt like a trap, but in the middle of all the chaos of her life, she finally realized that she did. Her eyes slowly slid shut, and her grip on his shirt loosened. He'd be there when she woke up. She knew that. She counted on it.

"Love you," she whispered as she drifted off to sleep.

She was out before she could hear his response.


	24. Warring Hearts

**Author's Note: So, I'm not sure what to say about this chapter. I've been building up to it for a while, and I really hope you guys are pleased where it goes. I guess I should put a warning here for sensitive issues to come… read at your own risk. Also, part II of this author's note will be at the bottom. I didn't want to spoil anything here. Thanks to you all for the continued (FABULOUS!) support. **

**Fake Empire**

Chapter Twenty-Two.

___We're strange allies_

_With warring hearts_

_What wild-eyed beast you be_

_The Space Between_

_The wicked lies we tell_

_And hope to keep safe from the pain_

Christmas was brutal. Eleanor made it clear that Harold was not welcome, so he decided to run off to Paris with Roman. He sent Blair's gifts over by courier, because she refused to accept them in person. It was December 27, and she still couldn't open them. She'd made Dorota stuff them into the corner of her room, and now she sat just staring at them. The only thing he could give her that she actually wanted was a time machine. She wanted to go back to a time when she hadn't seen him kissing Roman – when she hadn't known just how human he was. He was supposed to be her perfect, loving, amazing father. He wasn't. She figured he'd probably never been.

A knock at her door brought her out of her reverie, and she quickly turned her body away from the offensive sight in the corner. She'd have Dorota send them to the homeless shelter. It would be her good deed, and then perhaps she could wash away some of this bad karma.

"Come in," she called once she felt sufficiently pulled together. The door opened slowly, and she was surprised to see Marcus. Lately, they'd been playing phone tag more often than not. Their fairytale Christmas had been cancelled, and she'd convinced him to go home to his family. She made the excuse that Eleanor wasn't up for company, but in truth, Blair still wasn't ready to face the outside world. No matter how close she'd gotten to Marcus in the past few months, that was still what he was to her.

"Hey." He smiled at her, and she did her best to smile back. He walked towards her cautiously, and it wasn't until she patted the space beside her that he came to side down. She hated the distance she felt between them, but she was too exhausted to do damage control. "How are you feeling?" He leaned in and tried to kiss her. She turned at the last minute so his lips met her cheek, and then as a consolation, she pulled him into a hug. He said nothing at this turn of events.

"Much better. Christmas with my mother was fantastic. You should see the shoes she bought me." Blair forced this all out with a bravado that felt more costly than usual. She didn't want to fake it today. She didn't want to deal with this at all.

"Maybe you could wear them out tonight… We could have dinner, drinks – I could make reservations at that bistro you were telling me about and then-" Marcus stopped abruptly, and sighed. "You don't want to," he accused with a little more irritation than Blair expected.

"Of course, I do." Blair lied, and then leaned in to kiss him. She decided that would be easier than having this conversation. He was the one to pull away that time, and Blair sat back in defeat. "I'm just tired…" Blair couldn't meet his eyes.

"I don't know what to think, Blair. I know you're going through a rough time, and I appreciate that. I just had hoped you'd let me go through it with you… I want that. I want to be there for you. I care about you," he admitted, and Blair's heart warmed a bit at the sheepish look on his face.

"I care about you, too," she assured him, pulling his hand into her own. "Dinner sounds great. I promised Serena I'd meet her this afternoon, though, so let me get ready for that. Call me later with the details, and I'll be there." Blair pecked at his lips quickly, before jumping up and rushing into the bathroom. She stayed in there until she was sure he was gone.

An hour later, she was back to lying in her bed and staring at those damn presents. They had to go. She was just about to call Dorota in to dispose of them when there was another knock at her door. She cringed. If it was her mother, she was hiding in the closet. Eleanor was never a very touchy feely person, but in the last week she'd become determined to talk to Blair about their 'situation,' as she called it. Blair had so far avoided that horrifying talk, but she knew her luck was running out.

"I'm coming in," Serena announced before Blair could answer. "You look like crap," Serena told her the moment she saw her, and Blair frowned in return. It wasn't as if she didn't know that. She did own a mirror, after all. Still, she didn't need Serena rubbing it in. Especially since she looked so perfect herself that morning. "Come on, Blair." Serena plopped onto the bed beside her. "You need to come back to the living."

"I don't remember inviting you over," Blair snapped back at her and moved further away from Serena on the bed. "In fact, I have plans today, so you'll have to excuse me." Blair started to move, but Serena reached out and stopped her. "Serena," she grit through her teeth.

"Blair," Serena mocked her right back. "I've backed off for long enough. I spoke with Chuck, and we both-" Serena couldn't even finish her sentence before Blair exploded.

"You spoke to Chuck? What are you doing speaking to Chuck? He's not my keeper, and neither are you. You both need to back off. I'm sick of dealing with you every time I turn around. He's badgering me, or you're scolding me like you're my mother. I don't need it, and I don't want it," Blair finished with a loud huff, and headed off to the bathroom again.

Serena would not be deterred, though, and followed her in. She glanced around the bathroom, and then at Blair again. "You're scaring me." Serena reached for Blair's hand, but Blair shook her off. "This is no good," She told Blair with feeling, and that finally got through.

Blair turned back to her still scowling, but not as belligerent as before. "I'm fine, Serena."

Serena shook her head. "You're not fine. We all see it. Blair, you're not…" Serena grew uncomfortable, and Blair looked away. She knew what was coming, and she didn't want to deal with it. "You're not … sick again, are you?"

Blair cringed. She almost hated Serena in that moment. "I'm fine." She said it with as much force as she could manage. This was not a topic she planned to discuss with Serena, or anyone. What she chose to do in the privacy of her own life was her business. She was so sick of people trying to control her. "I'd like to be alone."

"I'm worried about you." Serena just kept pushing. "Chuck is, too." Blair couldn't believe that Serena was trying to use Chuck as a weapon against her. "Blair!" Serena practically screamed at her to get her attention. "Either you talk to me, or I talk to your mother. I'm not kidding." Tears were pooling in Serena's blue eyes when Blair turned back towards her. "I'm not your enemy. I'm just trying to help."

Blair shook her head. "I told you I don't need your help. I'm perfectly fine. You and Chuck and my mother and my father… I don't need any of you. I'm perfectly all right. In fact, I'm going out with Marcus tonight, and I'm getting back to my life. So, be happy. Stop talking to people about me, and don't you dare bring this to my mother." Blair tried to sound as intimidating as possible, but it all came out as a desperate, angry plea.

"Fine," Serena finally agreed, but it was clear she wasn't happy about it. "I'll leave it alone for now, but I'm not backing off. You haven't been yourself, and that's understandable. This thing with your dad would wreck anyone. You don't have to hold it together… You could fall apart. I'd be here to catch you." Serena pulled Blair into a mostly unwanted hug before releasing her and finally leaving.

Blair sagged back against the counter and took in deep, gulping breaths. For a minute she'd been so close to losing it with Serena, but she'd held it together. She was Blair Waldorf. She was strong. She was collected. She wouldn't let them break her. She couldn't. Her father could go off to Paris with Roman, and Chuck could go off on whatever jungle adventure he chose, and Serena could write her off for all she cared, but Blair would not crumble. Not for them. Not for anyone.

Dinner with Marcus felt like a monotonous blur. She got through it by smiling and laughing. She played the part of the perfect girlfriend, and when he kissed her goodnight she left him at the door. She knew he wanted to spend more time with her, but her energy was completely gone. Her smile was faltering, and her nerves were frayed beyond the point of return. She had to be alone. The minute she was back behind the safe confines of her room, she began stripping out of the dress she'd chosen for that night. She threw her new shoes across the room and listened with satisfaction as they thudded against her pristine wall. When she was finally down to her under things, she escaped into the bathroom and locked the door behind her. This was her sanctuary.

Sometime later in the night she was laying down in her bed, staring into that awful corner, when her cell began to ring. She grappled for it behind her and finally brought it around. She feared it was Marcus wanting to talk, but she needn't have worried. It was Chuck. She just stared at his name flashing for a moment before biting the bullet and answering. Knowing him, he'd be over there harassing her if she didn't.

"I'm sleeping," she told him as soon as she answered. The hoarseness in her voice helped with the effect.

"Come out." Succinct and to the point, as always.

She grumbled to herself and snuggled deeper into her covers. There was no way she was going out with him. News of Harold's affair had finally started to circulate, and everyone was tittering over the gossip. If she went anywhere with Chuck, everyone would be staring and pointing. That poor Blair Waldorf with the gay dad and the basket case mother. No way in hell.

"I'm sleeping," she repeated instead of explaining. She was just so sick of talking about all of this. She wanted to hole herself up in her room until high school was over and she was out of that city and away from those people. The things she used to love the most felt like a prison now.

"The more you hide, the more they're going to whisper about you. Get ready. Carter and I are coming to get you in thirty minutes." Blair remained silent. She was not going. "Be ready, Blair, or I'll come up there and get you myself."

Blair sighed tiredly. "You wouldn't."

The line went dead, and she opened her mouth in surprise. Chuck had been surprisingly gentle with her since everything had gone down. He'd been understanding of her limits, and he never pushed her too hard. He often refused to leave when she asked him to, but in truth she appreciated that the most. Being alone had turned into a scary prospect. Her mind seemed to spin out on all kinds of horrible thoughts. Chuck tempered them by doing his very best to console or irritate, depending on his mood.

She forced herself to get out of bed and get going. She believed he'd follow through on his threat, and she could just imagine Eleanor's horrified reaction if he stormed the penthouse and dragged Blair out kicking and screaming. It would turn into an even more embarrassing situation, and Blair could not handle that. Besides, the simple truth was that Chuck was right. Whether she rejoined the ranks or not, they would be whispering about her. At least this way she could walk in with her head held high, and they'd know she was no shrinking violet. She was a force.

Blair was just getting out of the shower when she heard her bedroom door open. She grabbed for her robe and slid into it quickly before peeking out. She was unsurprised to find Chuck lounging against her bed, flipping through one of her magazines. He perked up the moment he spotted her, and for a moment the smirk sliding across his mouth reminded her of his old self. This new version was disconcerting to say the least.

"That's not ready," he informed her, but there was affection in his voice. She rolled her eyes at him and stepped back into the bathroom. The door creaked open behind her, and as she brushed her hair she watched him watch her in the mirror. "Can I?" He asked after a few silent, tension-filled moments.

She shrugged and hopped up onto the counter. He moved in closer and took the brush from her hand. She flinched the first time he ran the brush through her tangles, but he was surprisingly gentle, and she relaxed again. For a few minutes they just stayed there like that. He combed through her hair slowly, almost methodically, and she looked anywhere but at his face. Her first fixed point was his hair, and she noticed he'd finally had time for a haircut. Her heart gave a little tug of mourning for the crazy mess it had been when he first arrived. He'd seem so much more attainable then. Now he looked like Chuck Bass. Whatever that meant. Next, she focused on his clothes. He was in his usual attire. Dress slacks, dress shirt, no tie. Casual but not quite. Designer but unkempt.

He stopped brushing and stepped away from her. She still didn't meet his eyes. All at once she felt the entire day closing in on her. She was exhausted. Her father was gay. She didn't love her boyfriend. Her mother was a wreck. And she couldn't even open her own damn presents. Not to mention her best friend had one finger poised for emergency intervention. Her entire life was falling apart, and she just couldn't deal with it.

"Blair." His voice was soft when he spoke, and she felt him moving closer to her. He positioned himself between her legs on the counter, and she reached for him without thinking. His arms immediately came around her, and she clung to him like he was her last comfort. In a lot of ways he was. She buried her face in his neck and reveled in the hands that held her close. He smelled so familiar, so safe.

"I'm drowning," she whispered against him, and his hold tightened further. She wrapped her legs around him and cradled him against her. It should have felt wrong. It should have made her feel guilty, but in the craziness that surrounded her, it was the only thing that made sense. She'd lied to Serena. She needed Chuck.

"I know." He didn't sugar coat it or try to talk her out of the truth. He just kept on holding her, stroking her, loving her without words. It was a jolt when the thought came to her mind, and she instantly recoiled from him. She couldn't allow herself to go there. She knew that road all too well. Eventually he'd leave her again. He'd be assured that she was fine, and then he'd be gone. This was friendship. This wasn't forever.

"I want you to go," she told him, and she was proud of the fact that her voice barely broke. He didn't move. He just stared back at her. Her legs dropped from around him, and she crossed her arms in front of her. She wanted to look forbidding, but the look on his face told her she looked anything but. "I need to be alone," she practically begged.

Her plea finally moved him, and a look of reluctance flashed across his face. "I think that's the last thing you need," he told her honestly, reaching out to her again. He rested his hands on top of her barely covered thighs, and she pointedly ignored the jolt that went through her. "Let me take care of you." It was his turn to beg.

She shook her head and tried to wave him off before he could get to her. "I'm just tired. I haven't been feeling well."

Chuck's entire face transformed before her. It went hard and cold, and for a minute she felt a blinding panic inside. She wasn't sure what she'd said or done, but she immediately wanted to take it back. She wanted him gone, but she didn't want him to disappear.

"I talked to Serena," he told her, and his voice was harsh with emotion. She couldn't figure out what that emotion was though, so she just nodded. "She's concerned… So am I."

Blair rolled her eyes. "Serena is a drama queen. I don't know what she told you, but-" Chuck shook his head, a clear warning on his face. Blair paused before trying again. "I'm not talking to you about that. Serena is wrong." Chuck wasn't buying it, and she was becoming desperate. "I'm not sick!" She flung at him hotly, before jumping off the counter and storming back into her room.

Chuck was right behind her. "Blair…" He looked beyond uncomfortable, and that stopped her in her tracks. She met his eyes, and for a minute she wanted to be the one comforting him. He was clenching and unclenching his fists so much that she was afraid they were going to shatter. "I've watched you… Something isn't right." He said it quietly, but with so much conviction that she couldn't _not_ hear him.

"It's just for now." She came towards him quickly, getting right in his face. "I just need… Just for now." She was imploring him to believe to her, to understand and let this go. She knew it was a bad habit to fall back on, but really, she was handling it. It was only once in a while when she really needed to. "I'm fine." She even forced a smile onto her face.

Chuck's expression didn't change. He stared back at her soberly and shook his head. "That's not okay. You know that." He tried to touch her face, but she slapped his hand away. She was losing this battle, and that infuriated her. "You need help."

She laughed in his face. "You don't know anything about it. Serena is being ridiculous. I am fine. I am handling it. I don't need you to come in and save me, Chuck. In fact, all I really want is for you to get the hell out of my life, and stay out. You don't love me. You don't want me. You're not anything to me anymore. Leave." She shoved hard at his chest, and he faltered back a step, but he didn't move. "Did you hear me?" She screamed in his face, all control slipping from her.

"I heard you," he whispered in return and turned his face down. He wasn't looking at her, but he wasn't moving either.

"You don't get to come in here and do this to me." Tears clogged her throat, but she battled them down. "I can do whatever I want. You chose not to be a part of this. Remember? Don't start rewriting history now. Don't think because you might have helped me a little that I'm going to forget everything that came before. This saintly image you're trying to project isn't real. You're no saint or savior." She flung it all at him, rapid fire, doing her best to push him past his breaking point. She was aiming to hurt him, and she saw she was doing her job. He flinched and fidgeted before her. He finally met her eyes, and it rocked her to see the anguish staring back. That finally silenced her.

"You're right." He didn't argue a single point with her, and that's when she started to crumble. "I can't leave you like this, though. Let me call Serena or your mom… Please." He wasn't meeting her gaze again, and his voice was anything but firm. She'd hurt him. She'd thrown everything she could at him, and he still wouldn't leave.

"Why are you doing this?" She lost the battle against her emotions, and tears finally dripped over, and splashed along her cheeks. "I'm fine." It came out as a pitiful sob.

"You're sick." The word rang through loud and clear.

Blair could no longer ignore the truth standing before her. She turned away from Chuck and retreated to her bed. It was only a moment before she felt him behind her. He pulled her into his arms, a silent forgiveness that she didn't feel she deserved. She'd been cruel to him, but yet here he was. She wanted to apologize, but when she opened her mouth to try, he shook his head and just continued to hold her. She knew this wouldn't be the end of this. Chuck wouldn't let this go, and even if he did, Serena never would.

It galled her to think that she'd succumbed to this again. Blair Waldorf, the bulimic girl. She'd been fighting that image since she was thirteen years old and her mother had first confronted her about it. She'd blamed that incident on her meddlesome maid, Dorota. Blair had begged and pleaded that it wasn't true. She was fine. She could control her own body, after all. Her parents hadn't agreed. She'd taken her first trip to the Ostroff clinic that summer. Serena was the only person outside of her family that ever knew, and she'd threatened to murder Serena if she told. Blair didn't like her imperfections shining through, and this… sickness wasn't to be mentioned.

Truthfully, she didn't really understand what the big problem was. It was her body. She was perfectly healthy. So what if she chose to purge from time to time. It made her feel good, the one thing she could control. Serena didn't understand, and Blair didn't blame her. Serena was a goddess. She had no need for concern. Blair stared at her own imperfections every day in the mirror, and sometimes the loathing and uncertainty got to her a little. Lately, she'd purged more often than not, but she still didn't see the issue. It wasn't like she was one of those teen suicide cases. She just had a small problem with food. She could handle it.

"I'm not going back to that clinic," she told him bluntly. She hated it there. She'd felt like more of a freak than she ever did at home. "I won't."

He pulled back from her a little so he could look her in the eyes. "You can't go on like this. You're always tired, and you don't even look like yourself."

Blair scoffed. "Sorry I'm not up to par."

He frowned in return, but didn't take the bait. "You're beautiful, Blair. Everyone sees that but you." It felt like a slap in the face, and she recoiled from him immediately. They stayed there like that for a few minutes. A silent standoff was brewing between them.

"You can't tell my mother." Blair couldn't allow it. Her mother would insist on the doctors, and this time it might get out. Blair would become the quintessential lifetime movie, a public service announcement for the UES. She wouldn't allow it.

"I won't." For a moment she felt pure relief. "_You_ have to." And then it all crashed down again. "What you're doing to yourself isn't good… Please, I… You have to get well." He swallowed hard and looked away from her. She could see the guilt on his face, but she also felt his resolve. Serena had convinced him the big bad wolf had come to town, and he wasn't backing down.

"It's only sometimes. Only when I really need to," she explained frantically. "Serena doesn't understand. She's wrong, okay?" She pleaded with him to understand, but he just shook his head. "You do drugs and drink like you're a fucking fish. How are you going to sit there and judge me for this? You don't get to." She tried anger again, but it deflated just as quickly when he continued to stare back at her, unmoved.

"You're hurting yourself. I can't let you do that." His tone was calm, and it set her off.

"Can't let me? Who said you had a vote, Chuck? You and I aren't anything. You decided." She kept her voice level, hoping she'd finally get through. It hurt to say it out loud again, but she was left with little options. She was not going back to that clinic.

His cool façade finally broke, and he jumped off the bed. He faced off with her then, and she saw pure anger in his expression. His voice was practically shaking when he spoke. "Would I be here right now if I didn't give a damn about you? I left my entire fucking life behind to be here. For you," he emphasized, and she flinched. "I get that your life sucks right now, and God knows I am sorry for that. I truly am. And I'm trying to help you and be there, but you're asking me to ignore this – to ignore what you're doing to yourself. I can't. I can't do that, Blair." He shook his head, and swiped a tired hand over his face. She'd truly worn him down.

"I'm scared." Her bravado finally failed her, and her body shook with a small sob. She swiped hurriedly at her new falling tears, but they didn't stop coming. He just watched her. "Don't do this to me." She begged staring up at him with shining eyes.

She recognized the remorse on his face. It had been there all night. The second emotion is what shocked her. He was scared too, but not for himself, for _her_. She knew then that she'd lost the battle, but maybe she'd gained something else. She'd pushed at him in every way she could, and he'd stayed.

"Okay," she finally agreed. He took a step towards her, and she lifted her eyes to meet his again. She saw pure hope staring back at her. "I'll talk to my mother. I'll get help." Her stomach heaved at the thought, and all she wanted to do was lock herself in her bathroom again. She forced the pull back down, though, and latched onto him instead.

He came back to her on the bed and didn't protest when she practically crawled into his arms.

"I'll be here," he promised, and some of the fear eased inside of her. In that moment it was exactly what she needed to hear. He found her hand and linked their fingers together. For a moment she stared down at the embrace, and truly tried to believe in it.

"Promise?" She murmured into his chest.

He leaned down and placed a soft kiss against her forehead. "I promise."

Chuck didn't force her to go to her mother that night. He agreed to wait, and instead they spent the night lying in her bed watching ridiculous infomercials, and the occasional bad movie they stumbled upon. She couldn't sleep for the fear of what was coming, and for some reason he refused to drift off without her. She kept his hand secured within her own, and when the sun finally came up in the morning, she knew it was time. He offered to leave her alone to do it, and his trust in her gave her the final push she needed to tell her mother.

Chuck stayed back in her room as she went to Eleanor. The words came out choppy and half-formed. She still didn't understand why it had to be such a problem. It was her body. Her decision. Eleanor didn't see it the same way. She actually began crying when Blair finally got it out, and ten minutes later she was on the phone with the clinic. Blair would have to go in immediately. She still had winter break left, and the remaining time she spent in the clinic would be explained away by a visit to her Great Aunt in Europe. Blair sat there numbly as Eleanor laid this all out for her. She didn't protest because she knew it would do no good. Once again her life wasn't her own.

"You'll need to pack. Would you like me to get Dorota to do it?" Eleanor offered. She was sitting as closely as possible to Blair, and she hadn't taken her eyes of her daughter's face even once. She was afraid. Blair recognized the emotion well.

Blair shook her head. "I'll handle it."

"They're expecting you this afternoon… Whatever you need to handle, you should do it now." Her mother leaned in for an unexpected hug that was brief, but comforted Blair all the same. Blair stood up to leave, but her mother called out to her once more. "Blair… I think we should tell your father. He'd want to be here for you." Blair nodded. It didn't matter anymore. "We all love you." It was said barely above a whisper, but Blair heard her. She only wished she truly believed it.

Chuck was pacing when she came back into the room, but stopped immediately when he saw her. She must have looked as bad as she felt because he came to her quickly and wrapped her in his arms. If she wasn't careful she was going to get used to being in this position, and then it would hurt even more when it was denied her once again.

"They're making me come this afternoon. A few hours." She told him, fighting past the fear that was like a vice around her chest. "Will you come drop me off…? I don't… I'm not sure I can do this," she admitted with a pitiful whimper as he wrapped her more firmly in his arms. It was almost too tight, but she didn't dare pull away. He was her only anchor at the moment.

"I'll be there."

"I need Serena, too. Can you call her for me?" She sounded child-like in her desperation, but she saw no pity or condemnation in his eyes. All she found was understanding, and that almost made her feel worse. She couldn't believe she was in this place yet again.

"I'll call her." He finally released her and turned back to grab his phone. He stopped when he found it and looked back at her. She could read the hesitation in his expression, and braced herself for whatever he wanted to say. "Should I call anyone else?"

"My father?" She guessed, shaking her head. "My mother is calling him." She still wasn't sure how she felt about that, but deep inside she just wanted her daddy. Even if she was so furious she could barely speak to him, she wanted him here. She wanted him to want to be here.

Chuck looked down, and she could see he was anxious, but she couldn't figure out why. "What about Marcus?" He finally got it out, but still wouldn't meet her gaze. He didn't like this subject anymore than she did.

"I'll call him," she told him quickly, and then disappeared into her closet to begin packing.

She wouldn't call Marcus, though. She knew that. This wasn't something she wanted to explain to him. Serena would handle that for her, and when she came back from this vacation, she'd speak with him. Part of her hoped he'd just give up on her and move on. That might have been easier than explaining to him that no matter how wonderful he was, she wasn't. She felt beyond screwed up, and the idea of handling a relationship on top of everything else was daunting. She ignored her other reasons for wanting Marcus out of the picture, though she couldn't quite convince herself they weren't there. They always seemed to be there.

Forty-five minutes later, Chuck was helping her zip her overfilled suitcase when Serena burst in the room. The girls took one look at each other before Blair stood, and Serena instantly came to her. They reached for each other at the same time, and Blair gave herself over to the hug. As angry as she wanted to be at Serena, she knew she couldn't. Serena was scared for her, too. Serena loved her, and as annoying at that love could be, it was the one constant Blair could always count on. Serena would always come.

Blair started to cry again when they pulled back and she was forced to meet Serena's eyes. Serena was tearing up as well, but she tried to shake it off. She reached for Blair and dabbed at her eyes until her face was set back to rights.

"You're going to be okay." Serena sounded so sure that Blair found herself nodding along with her. "You did the right thing. I'm proud of you." Serena laughed softly, and Blair joined in. They were acting as if this was the big goodbye. Blair couldn't help feeling like it was. She wasn't allowed visitors the first few weeks at the clinic, and that meant no Serena, no Chuck, no anyone.

Chuck stood up behind them and rolled Blair's suitcase over to her. He'd finally gotten it zipped. Serena turned to look at him as well, and Blair didn't miss the look of gratitude that passed between them. It was almost like Hell was freezing over. Serena being grateful to Chuck.

"I guess we should go…" Blair hated even saying it. She didn't want to leave her room. She didn't want to leave Chuck and Serena. "My mom will start freaking out if we don't come down." Blair swallowed nervously and looked anywhere but at her friends. She didn't want to face this yet.

"It's going to be fine, Blair," Serena promised her with a pasted on sunny smile. Blair wanted to smile back, but she couldn't do it. Her fear was overwhelming. She could feel the panic edging in. "You'll get through this." Serena squeezed her hand, and Blair squeezed back. She still couldn't move.

Blair turned from Serena to look at Chuck. He was holding her suitcase handle, and he looked pained when he stared back at her. She wanted to know what he was thinking. Did he think she was weak? Did he pity her? They were both horrifying options. For so long she'd worked to make him think she was this strong, sophisticated, all-together girl-slash-woman, and now that had crumbled away. The bleak reality was standing before him, and that made her want to heave. He'd never be able to look at her the same.

"Come on." He reached out to her, and she grabbed onto his hand like a lifeline.

Serena moved away to grab the suitcase, following them out of the room and down the stairs. Blair continued to clutch Chuck's hand in her own and didn't even drop it when they met Eleanor at the bottom. Her mother looked at their interlocked hands, but made no comment. She turned to Serena instead.

"Will you be coming, as well?" Eleanor asked, and Blair was surprised she wasn't going to protest.

Serena nodded. "Wouldn't be anywhere else." She winked at Blair, and Blair actually cracked a smile at that. Serena would always be Serena. She would never look at her any differently. Her constant. "Let's get this show on the road."

Eleanor nodded, instructing the driver to take the suitcase down. The four of them followed soon after, and then they were on the way to the clinic. Eleanor and Serena sat across from Blair and Chuck, but none of the four ever looked at one another. Chuck and Eleanor both stared out the window, Blair looked down at her hands, and Serena pretended to play on her phone. The tension was thick and Blair felt suffocated, but she never protested. This was happening, and she had to accept it.

The driver pulled to a stop a short time later. Eleanor and Serena exited first, but Blair didn't move. She felt glued to her spot. Anxiety crashed in on her, and fresh tears sprung behind her eyes. She blinked them back. No more crying. No more freaking out. Chuck waited for her to move, but he never tried to hurry her. It took a few minutes, but she eventually pulled herself together. She climbed out carefully and waited close to the car for Chuck.

Then all four of them were standing there. Blair's suitcase had already been brought inside, which meant this was goodbye. Eleanor would accompany her in to speak with the doctors, but Chuck and Serena had to leave now. Blair shook her head. She didn't want to do this. She didn't need to do this. She opened her mouth to beg her mother not to make her, but the looks on Chuck and Serena's faces stopped her.

"I'll let you say goodbye. I'll be inside." Eleanor walked off ahead of them, and then it was just the three of them.

Blair looked between them, unsure of what she should do. Serena broke the silence first and pulled Blair into a bone-crushing hug. Serena was crying and not even trying to hide it, which made Blair's tears start as well. They looked like complete messes, but neither could worry about it just then.

"You're gonna get better, and then you're coming home, and we're having a huge party. I mean huge. The best Serena-Blair party ever." Serena's smile was huge, but her voice wobbled, giving her away. "Promise me you're gonna be okay. I did the right thing, right?" Serena implored her to answer.

Blair nodded. "You did," she promised, and knew it was true. "Love you," she whispered, and hugged Serena one last time.

"Love you, too," Serena whispered back before finally wrenching herself away from Blair. She wiped at her own face, and then laughed softly, wiping at Blair's as well. "See you soon." Blair nodded, and Serena walked back over to the limo and climbed inside.

Chuck stood there silently, practically looking like a stone statue. His face was blank and his body was stiff. Blair wanted to reach for him, but she didn't have the courage. The reality of just how screwed up she was must have been setting in on him now.

"You can go now, Chuck. It's okay. You don't owe me anything." Blair tried to let him off the hook as gracefully as possible. "I'll be fine." She even managed a smile for him. After everything he'd done for her lately, she felt she owed him.

He nodded and looked down at his feet. She was sure that would be it, and was just about to walk away when he finally spoke. "Promise me you're going to be okay?" He spoke so low she almost didn't hear him, but when he met her eyes she saw everything all at once. It rocked her to her core, and she couldn't respond. "I need to know you're going to be okay, Blair," he said more firmly and stepped towards her. He grabbed for both of her hands and laced them with his own. Neither looked away.

"I'm going to try,1" she told him honestly.

He nodded, and still they just stared into each other's eyes. She began to pull back as he moved in, and then they both stalled. This was the hardest part. Goodbye. In the past he'd always left in the night, and she'd never had to face the reality of it. Now she was right in front of him, and she was the one walking away. It felt like everything was breaking apart inside of her, piece by piece, and the pain was beyond what she could endure. She bit her lip to keep herself from sobbing, and he closed his eyes to hold it at bay.

The distance became too much to take, and she finally sagged into his arms. He enveloped her completely, and she allowed herself the small relief of his embrace. She ran her hands through his hair, memorizing the texture and feel of it. She felt his hands roam across her back, stopping at her waist and then moving up again. He pulled back and bracketed her face with his hands, forcing her to meet him square in the eyes. It felt like an eternity that they stood there like that. So much being said without words. She felt it all.

"Blair…" Eleanor appeared behind them. "It's time to come in."

Blair didn't move at first. She couldn't. This was home. This was sanity. She couldn't walk away from him. He did it for her as he took a step back. One of their hands was still connected though, and as she started to turn away from him, he pulled her back.

"I love you," he whispered as he stared down at their entwined hands.

She could no longer hold the tears back, and they began cascading down her face. Her chest felt like it was caving in, and for the life of her she could not let go of his hand. He didn't let go either. They stood frozen there in a moment that both shocked and terrified her. She'd never expected his love.

"Blair," Eleanor called to her again. "Now."

Chuck finally looked up, and met her eyes one last time. A childish grin spread across his mouth so lightning fast it was gone before she could properly enjoy it. Then he released her hand, and took a step back from her. He was letting her go. He was forcing her to go. He loved her.

"Goodbye, Chuck." She brushed at her tears, but still didn't move. She wanted him to say it again.

He shook his head. "See you soon."

She smiled without meaning to, and then she finally forced herself to turn and walk towards her mother. Eleanor was there, waiting to guide her in, and Blair didn't allow herself one last look at the boy she'd left behind. If she had, she might have realized that he was just as broken as she was.

**Author's Note II: I knew I was going to take it here from the first moment I started this story. I've always felt like the show really ignored the major issues that made Blair who she was. Her father being gay and leaving her, her eating disorder, her screwed up relationship with her mother – all of these things make her Blair Waldorf. I felt it would be a disservice to build up this story without having those very important facets of her, and using them to paint a more rounded picture of her. I hope I've done that justice in this chapter. Eating disorders are very serious, and I was so hesitant to touch this issue. In the end I couldn't avoid it, but I tried to present it as appropriately as possible by tackling it from an emotional perspective. I've been so nervous about posting this chapter because of this reason, but I finally decided to bite the bullet. There won't be the french fry cure in this story (I'm looking at you show!). I intend to follow this through, though I don't plan on having this issue dominate the story. It's one piece of Blair. I hope you all enjoyed that other minor turning point as well… three little words. ;) Chuck and I both thought it was time. **


	25. Always Midnight

**AN: Drive by posting… I've been on vacation, and just got a chance to make the final tweaks to this chapter. I hope you all enjoy. **

**Fake Empire**

Chapter Twenty-Three.

___Are you blind?  
Can't you see me standing here waiting in line for you?_

_Are you mine?  
Not just when you wanna be, but all of the time?_

Blair hated the clinic. No, hate wasn't a strong enough word. She _despised_ it. The constant crazy watch, the annoyingly chirpy and/or gruff nurses that so easily fell into mocking stereotypes, the bed linen… It all sucked. It beyond sucked, actually. It was awful and revolting, and she'd twice already tried to break the rules to call home, but she'd been caught. She knew she'd feel better if she could just call Serena. They needed to talk. They needed to discuss the majorly life-changing moment that Blair could still not be sure actually happened. Did Chuck say he loved her? Or more importantly, did he mean it?

Blair wasn't sure.

She could hardly blame him for trying to throw a line to a pitiful head case, which was exactly what she'd let herself become. She wasn't sure what bothered her more. The fact that she'd let herself sink back into her issues, or that people wouldn't just let her handle them on her own. Her doctors insisted that wasn't the right way to go about it. 'No person is an island, Blair,' they insisted. She wasn't so sure they were right. She'd done just fine taking care of herself until certain people decided it was their job to take over.

She didn't really resent her mother, or Serena or even Chuck. She just hated that they'd all ganged up on her and forced her to actually handle her problems. She and her problems had been doing just fine on their own… Even she couldn't convince herself of that.

Her purging hadn't come on again all at once. For a while, it had just been once or twice a month. Just when she really felt the need to expel everything out of her body and start over. She ignored the fact that those moments mostly came during times of emotional stress. Eventually, a few times monthly became a few times weekly, and then it became daily. It was just so easy to escape everything else that way. She controlled it. It was her body, her decision. Her mother, her father, Chuck, Serena – none of them could force her to stop. They still couldn't. Only she could do that, and though it pained her to admit it, she knew she'd gotten out of control again. It was like being an addict, though. Just once was never enough.

A knock sounded at her door, and she looked up from the letter she was attempting to write to find her mother and father peeking in. The doctors had agreed to allow her parents to visit her daily as part of her therapy. Apparently, Blair had severe family issues. Like she needed some Harvard-educated doctor to tell her that. Her dad was gay. He'd left them. She had issues.

"Hey, Blair-bear." Harold smiled at her widely and slowly walked into the room. He quickly glanced around the room. Once he was satisfied, he looked at her again. Eleanor continued to hang back in the doorway. "We thought we could take a walk… Your doctors said it would be fine."

Blair sighed. Take a walk really meant have an awful, depressing conversation. She wanted to refuse, but she knew the sooner she dealt with this, the sooner they'd release her from the clinic. She wanted to go home. No price was too high to pay for that.

"Sure," she agreed, grabbing for her sweater on the way out. Her clothes had been her one comfort in there. She was allowed to dress any way she liked, and she'd forced herself to keep up with her appearance every day. As long as she was wearing her clothes, doing her makeup, styling her hair, she was still Blair Waldorf. She was still alright. She hadn't fallen apart.

They walked out toward the back garden, and Blair stayed a little bit ahead of her parents. She could hear them whispering to each other behind her, but she never strained to hear them. Nothing felt the same now. They were still her parents, but they weren't married, not in any real sense. It felt odd to her, and she had no idea how to approach them. She just kept waiting for her mother to explode or her father to run away. Both options were equally likely.

"Darling…" Eleanor finally called out to her. Blair turned around slowly, realizing they'd stopped a few paces back and were pretending to admire the fountain. Everything about them seemed so fake now. "We'd like to talk to you… about everything." Her mother quickly averted her eyes so she was staring at the water splashing around in front of her.

"We want to explain." Her father took a step toward her with a hopeful expression on his face. She'd only been in this place for two days, but it felt like an eternity. It felt like even longer since she'd really let herself look at her father. Everything about him was the same, but none of it was real to her now. He'd been lying to her for so long that she wondered what parts of him he'd made up just to gain her love and what parts were actually true.

Blair walked over to them, but kept herself at a distance. She knew this would be an unpleasant conversation, and she was keeping her options opened. The first time her father brought up his husband-stealing boyfriend, she was out. She hoped she never had to hear that man's name again. He'd helped to ruin her family.

"We're getting a divorce." Her mother dropped the first bomb. The look on Eleanor's face was one of relief, but there was pain there too, and it angered Blair. Her father had done all of this to them.

Blair just nodded.

"It's been a long time coming, sweetheart." Her father took another step closer to her. She didn't back up, but she stiffened where she stood. If he tried to touch her, she wasn't sure what she would do. "I know we should have been honest with you, but I'm not sure there is ever a good way to explain something like this." Eleanor scoffed behind him, but he ignored her. "I'm gay, Blair."

He said this like it was such a revelation that Blair actually laughed aloud.

Obviously, he was gay.

"Blair…" Eleanor chimed in concerned. She was barely masking her hostility toward Harold at that point, but Blair knew her concern was real. Her mother, for all her faults, did love Blair. It just wasn't the way Blair needed Eleanor to love her. She needed a mother who didn't judge every move she made. She needed a mother who never made her feel like she wasn't good enough. Eleanor couldn't figure out how to do that, and Blair knew she didn't care to try.

"I'm sorry." Blair pulled herself together, but the mirth was still in her voice. "It's just… Of course you're gay, Daddy. I saw you, remember? That's what started this whole thing. I caught you, and now you're getting a divorce. Fantastic," Blair said this all with a flippant attitude.

"You're not at fault, Blair," Harold tried again. He looked so kind and warm. He looked like home, but he didn't feel like it anymore. "Your mother and I take full responsibility for what happened in our relationship. If you hadn't found me with-"

Blair's voice was pure ice when she spoke. "Don't bring him up. I don't ever want to hear about him." She left no room for argument.

"She's definitely my daughter," Eleanor smirked, but a chiding look from Harold quickly shut her up. Blair would never understand their dynamic, and she was done trying to figure it out. All she knew was she'd never be them.

"Alright, I understand." Her father sounded so cajoling that she wanted to spit in his face. She wasn't five anymore. He couldn't just make this go away. "I just want you to know that what you saw, what happened after… It was inevitable. I would have…" Harold searched for a way not to sound like an ass, and both Blair and her mother just waited. "I've wanted out of the marriage for a while. I just wasn't brave enough to say it."

"So kind of you to finally step up, dear." Eleanor couldn't hide her bitterness.

"I don't really want to hear this." Blair stopped the torture before it could go any further. "You want a new life? Fine. Have at it. Don't let our family hold you back." Blair emphasized the word family, hoping to twist the knife. She was vindicated when her father flinched.

"I'll never walk away from this family," Harold spoke with so much passion she almost believed him.

"You already did," she whispered back just as surely. He was divorcing them for a life with his Roman. She gagged just thinking about him. "Clearly, you've made a new family for yourself… In Paris." She glared her father down. This wasn't a fight she was losing.

"You're wrong." Harold just would not give up. "I love both you and your mother, and nothing will ever change that. It's just that…" Harold looked between Eleanor and Blair, and then looked down. "I couldn't live a lie anymore," he said it softly but they both heard him. "I couldn't do it." He looked back up, a pleading expression on his face.

Eleanor softened first. "Your father is right, Blair. Our family will always be our family. It's just changing." Blair was unmoved, and looked away from them both. "I've known about your father's… feelings for a long time. I'd accepted it… or tried." Eleanor sighed and finally stopped speaking. She was obviously as uncomfortable as Blair.

"But it wasn't fair to your mother or to me – or even to you!" Harold exclaimed, brightening with emotion. He finally removed the final gap between himself and Blair and reached for her. She immediately flung him off her.

"Don't touch me," she warned. "Just…" She shook her head, fighting back all the emotions that wouldn't stop assaulting her. "Don't," she whispered as she wrapped her arms more tightly around herself, warding him off as best as she could. She couldn't let him in. It would hurt too much.

Harold sunk back, defeated. She met his eyes for a brief moment and recognized the sadness reflected in them. It was how she looked every single morning. Nothing felt right anymore. Nothing filled her up. She was just empty and floating, and so damn scared that things would never get better again.

"Tell me how to fix this. I'll do it. I'll do anything for you, Blair-bear," he promised her, and she didn't miss the way his voice quivered. When she looked at him again, she saw him brushing away tears felt her own eyes begin to string. You should never have to see your own father cry. It did awful things to you. Blair felt his pain in a way she couldn't even feel her mother's.

"You can't fix it." Blair stepped towards him, but froze before she could reach him. She wasn't ready to go there. "I need time," she told him honestly. She looked between both of her parents, and realized for maybe the first time in her life she had their full attention. "I can't tell you that this is okay. You both lied to me. You made me think… You made me believe that everything was fine, and everything is not fine. It never has been." She turned to her father. "You're gay! You're gay, and you never even told me. I never even had a clue. You faked it that well. I'm your daughter." She sucked in a deep steadying breath, and brushed at the wetness on her cheeks. "You should have told me. You shouldn't have let me find out like that. I deserved your trust."

Harold could only nod.

Blair turned to her mother next. That relationship was even more complicated, and Blair wasn't sure it would ever be whole. Eventually, she would find a way to repress the anger she felt toward her father. She'd bury it, and one day it might even go away, but what was broken between her and her mother was something she knew would never fade. They were too different… too alike.

"I…" She tried to find the words to say what needed to be said. They never came, though. Even at their lowest, her relationship with her father was stronger than her relationship with her mother could ever be. Neither one of them knew how to bridge the huge gap that had always been between them. They were like distant relations masquerading as mother and daughter. It hurt, but Blair had learned to live with it. "I need you to bring a letter to Serena for me. The doctors won't let me call her… I need you to do this," Blair repeated before her mother could refuse.

Eleanor surprised her by simply nodded. "Of course. I'll get it to her this afternoon."

The three of them began heading back to Blair's room. None of them said a word, but this time they walked in step with one another. The perfect illusion of the family they never were, Blair thought bitterly.

Once they made it to the door, Blair turned back to face them. The mood was somber, but she felt somehow better after finally saying her piece. "Group therapy is next week… You should both come." She glanced at her father briefly, before refocusing on her mother. He'd almost smiled, but she couldn't handle his gratitude. "I'll get the letter."

She disappeared in her room, grabbed the letter and taped it up tight before heading back to Eleanor. Serena would know if Eleanor opened it, and Blair would raise hell if her mother dared. She'd written private things in that letter, and her mother never needed to know them. Firstly her feelings for Chuck, and secondly her desperation for an escape plan. Serena would never break her out, but it comforted Blair to know she could at least bitch openly to one person.

"Here." Blair handed it to her mother, and Eleanor slid it into her purse. The three of them stood there awkwardly then. "I guess I'll see you next week…" She hoped they understood she didn't want to see them before that. She needed recovery time… time to think.

"I'll be here," Harold assured her. He moved in quickly to hug her and was already pulling away before Blair could protest. "I love you." He sent her a crooked half-smile that reminded her of snowball fights and Thanksgiving pie. She nodded, allowing a small smile to ghost across her own mouth. Her father excused himself then, and it was just she and her mother left.

"Have a happy New Year," Blair tried to sound as upbeat as possible. If Eleanor thought she was recovered she'd be out of here quicker. "Going to any good parties?" Small talk was what they did best. It bridged the gap between the things they didn't want to say and the things they couldn't even if they did.

Eleanor smiled ruefully at her. "I think I'll sit this one out… Try to work on myself a little." Blair tried to hide her surprise, but Eleanor caught her. "Things will be different, Blair. We'll get through it."

Blair nodded. "We always do."

For a moment neither moved. Hugging was not a common trend between them. Blair could remember very few times when Eleanor had given in to such a maudlin expression of affection. Recently, she'd tried a few times, and Blair had let her, but the walls were coming back up now. Eleanor was building back her fortress, and Blair could never hope to get past it.

"Alright. I'll get this to Serena." Eleanor reached out and touched Blair's cheek. It was a brief moment, and she was already turning to leave before Blair could even take it in.

"Bye," Blair whispered under her breath before closing her door back. She had a meeting with her nutritionist in thirty minutes. They had to work on her healthy eating habits. She rolled her eyes. Blair was perfectly aware of what was healthy.

Two days later, and it was New Year's Eve. It was raining outside. The icy kind of rain that Blair always hated, and the sky was nearly pitch black. Happy New Year to all, she grumbled to herself. She'd been stuck in this place for far too long, and now she was ringing in the New Year here all by herself. Part of her wished she would have asked her mother to come join her, but that wouldn't have been much better than being alone. Small talk all night. Skirting around the really important stuff. It would have been torture, and not the way to start a new year.

Instead, Blair was lying in her bed writing in the ridiculous journal one of the doctors had insisted she start. He'd wanted her to write about her feelings. Currently all her feelings revolved around being pissed off. She could just imagine the amazing party all of her friends were at right then. They'd be drinking, and laughing and dancing the night away. Serena was probably drinking up a storm and pretending that everything was great. She'd never let the world see that she missed Nate or that she was worried about Blair. Life was a party for Serena van der Woodsen, and if you forgot that, she'd show you again and again. Chuck would be partying, too. He might even have Georgina or some other skank there with him. Blair really loathed thinking about that. She slammed her journal shut and threw it onto her desk. Her doctor was going to think she had rage issues if she kept writing in it that night.

The clock beside her bed glared at her. 10:30. 10:30 on New Year's Eve, and she had no date, no friends, no party – basically no life at all. She'd briefly contemplated trying to bust out of there, but she knew she'd eventually get caught, and they'd only insist on keeping her longer. She wanted a pardon, not a longer sentence.

Blair was just about to retrieve her journal to begin bemoaning about how annoying she found the doctor who made her write in it to begin with, when her door suddenly flew open. She nearly jumped, she was so startled. When she realized it was Serena busting in, she nearly thought they'd given her the wrong drugs and it was merely a delusion.

"God, this place is locked up like Fort Knox," Serena complained, out of breath.

Blair just stared at her. She couldn't even speak. A brief surge of happiness flooded her before she became confused again. How in the hell had Serena broken in? And what was she doing there? Serena was supposed to be partying. It was the party night of the year.

"Earth to Blair." Serena jumped on the bed next to her and kicked off the truly fabulous heels she was wearing. The loud clunk they made when they hit the floor finally convinced Blair this was real. "Don't I get a hug?"

Blair laughed and pulled her best friend into her arms. It was definitely Serena. She smelled like Serena, dressed like Serena, and absolutely acted like Serena. Whatever had brought Serena there, Blair didn't care. Her New Year just got a whole lot better.

"I can't believe you're here." She was still in awe as they pulled away from each other.

Serena just rolled her eyes. "I got your letter. Of course, I'm here. And don't kill me, B, but I kind of…" Blair was bracing herself for another famous Serena surprise when the door burst open again, and the three stooges stumbled in.

Carter, Nate and Chuck.

She just stared.

She'd definitely taken the crazy pills by accident.

"…Invited the boys." Serena gave her a sheepish half smile and shrugged. "I couldn't really convince them not to come." She leaned in and whispered in Blair's ear. "Carter and Nate don't know what you're in here for. Chuck and I didn't tell. I promise."

"Waldorf." Carter nodded at her before collapsing into one of her chairs.

"Hey, Blair." Nate smiled at her widely, and occupied the only other chair in the room.

Chuck hung in the doorway. He looked uncomfortable, and his eyes wouldn't meet hers. She could figure out why, but she really didn't know how to handle it. What did you say to a guy after he tells you he loves you while dropping you off at the crazy clinic? It was all a little too surreal.

"Hi," Blair greeted them all, and tried to sound enthusiastic. In truth, she wasn't sure what she felt. She was glad not to be alone, but she never wanted to have to explain any of this to Carter or Nate. She wasn't sure she trusted either of them, especially Carter.

"This place has ridiculous security. I had to convince the charge nurse that I was crazy just for her to let me in the door." Carter acted very put out by this, and Blair had to smile.

"You sure much acting was needed?" She teased him.

He grinned unrepentantly. "Maybe not."

"How did you guys get in?" She turned to the remaining three. She still couldn't look directly at Chuck, but then he wasn't looking at her either, so she didn't feel bad. "If they catch you, I'm dead."

"I don't get caught," Chuck finally spoke, and he sounded as wonderfully arrogant as ever. She'd missed his voice. "Serena flirted with a guard, and-"

Nate finished for him. "Chuck paid the other one. You're an expensive date." He was smiling his special Nate smile, though, and Blair just wanted to hug him. It felt like forever since she'd last seen him. It comforted her to know he looked the same. Loyal and loving, that was Nate.

"I can't believe you guys are here…" Really she couldn't imagine why they wanted to be. These four people loved to have a good time. The fact that they'd chosen to lock themselves inside this hellish place with her meant more than she could express to them.

"Okay with it?" Chuck finally moved into the room and slid down in front of the bed. He finally looked up at Blair, and she met his gaze. They stayed locked like that for a minute, before she forced herself to look away. They couldn't have the conversation she wanted in front of an audience.

"Definitely," she assured them all. "I was going crazy all by myself. I was just about to plan my own escape route," She admitted.

Serena nodded. "Chuck brought alcohol. Show her," Serena instructed, and Chuck pulled two champagne bottles out from under his jacket. Serena grabbed one, and set to work on uncorking it while Chuck handed the other to Carter to do the honors. "I told the boys you'd be my New Year's kiss," Serena joked, pretending to make eyes at Blair.

Blair giggled for what felt like the first time in forever. She'd missed these people. They were _her_ people. If she'd ever doubted that, she couldn't now. Her anxiety over Nate and Carter knowing she was in there began to dissipate. She didn't know how she knew, but she just did. They wouldn't tell anyone. They would keep her secret.

"So," Carter caught her attention again. He motioned to the room. "What in the hell are you doing in here?" Chuck shot him a forbidding look, but Carter ignored him. "You crazy or something, Waldorf?"

"Or something," Blair allowed and hoped he'd drop it.

He nodded and popped the cork on his bottle. It began to spew, so he brought it up to his mouth, and they all watched in fascination as he guzzled what didn't end up on his clothes. He was such a spectacle that Blair and Serena both began laughing again. There was something infectious about being happy. It just took you over. Blair had almost forgotten this feeling.

Carter finished and turned back to her. "Chuck says we can't pry into your business, but Nate and I have a bet going." Blair rolled her eyes. Only Carter would bet on her mental health. "I say you're a secret drug addict. Nate thinks you're a cutter. Care to settle the debate?"

"Fuck off, Carter." Chuck growled in his direction.

"I did not say she was a cutter," Nate protested quickly, and then turned to Blair. "I didn't make any bet," he assured her, and Blair smiled in return. "I wouldn't." He glared at Carter before stealing the champagne bottle, and drinking some back. Blair didn't miss the longing look in Serena's eyes as she briefly let herself watch him, before she looked away again.

"Not a drug addict. Not a cutter. Not anything that's your business, Carter," Blair told him sassily. It actually felt nice that someone wasn't walking around on eggshells around her. Whatever Carter thought about her now, he didn't think she was some weak doll who needed to be coddled. She liked that.

"Fair enough, but one day you will tell me," He promised her with a cocky smirk.

She shrugged in return. "Maybe," she mumbled before stealing the champagne bottle from Serena. She took a big gulp, and enjoyed the way it fizzed down her throat. She'd missed the finer things in life. "My favorite kind." She perked up even further when she realized.

"Thank Chuck." Serena nodded toward him where he sat on the ground. He looked up and smiled at Blair, but said nothing. "So, we can't let New Year's be boring. We need to play a game." Nate, Blair and Chuck all groaned. Carter just clapped his hands in glee. "Nothing as ridiculous as spin the bottle. I think we've all been there and done that."

"I have no problems doing it again." Carter leered at both Serena and Blair.

"No." Nate jumped in before anything more could be said. His tone was firm, and Serena flinched. It was clear who Nate did not want to be kissing, and Blair wanted to smack him. If he'd just open his eyes he'd see Serena was ready to be with him. Tragic love sucked. Blair was sick of dealing with it.

"Hey, Chuck," she called out to him abruptly, and all eyes including his came to her. "I know where we can steal some food. Come with me?" She stood up and slid some flip-flops on. In truth, she doubted they could break into the kitchen, but she wanted a moment alone with Chuck.

"Okay." He got up and followed behind her out the door. He continued to follow her through the many halls she took until they were in the abandoned game room. It was forbidden after nine o'clock, but Blair couldn't concern herself with getting caught.

"The kitchen is closed," she explained when he glanced around the room with a quirked eyebrow. He seemed to accept this easily, and slid down onto one of the couches. Blair followed him and moved in beside him. She really wished he were just a bit more chatty. She was beginning to think that I Love You had been all in her head, or worse, for pity's sake.

"Is this place as depressing as it seems?" He glanced around at their surroundings with scorn. "How much longer are they forcing you to stay?" He finally turned back to meet her eyes with an expectant look. She couldn't believe he was going for small talk – or smallish talk. She supposed the longevity of her stay was a valid question.

"Probably a few more weeks… I have myriad of issues, apparently." Blair looked down, because the admission stung. She didn't want him looking at her like she was a head case, but she couldn't imagine how he could think of her differently. Still, he'd come there tonight. That had to mean something. "Chuck…" She looked up again, and found him watching her.

"Blair…" He smirked at her, and some of her tension eased. "Say it," he demanded, and she could hear a bit of impatience in his voice. His cool guy act was failing, and that comforted her. She couldn't be the only one on uneven ground.

"You said you loved me." She finally got it out and immediately looked away from him again. Part of her was just waiting for him to tell her she'd imagined the whole thing. For so long, all she'd wanted from him was to say he loved her, to actually love her. After a while, it had become painfully clear that he'd never be able to do so. He was too damaged, or at least he thought he was.

He remained silent, and she began to panic.

"You did, right?" She hated laying all her insecurities on display like that, but the time for saving face and pride had passed. If he loved her, she needed to know. If he didn't, she needed to know that too. Either way, it felt vitally important to the rest of her life. She needed an answer. Patience was not her strong suit.

She looked up again and found him staring back at her. He was kind of smiling, but there was something else there, too. She couldn't classify it as regret, but there was definitely fear and confusion. Her stomach clenched, and she really wished she'd left well enough alone until she'd discussed it with Serena. Serena might have counseled her to do this very differently, and then she wouldn't be feeling this bone crushing anxiety again. It was amazing how he always seemed to get her right back to this same place. It wasn't dread or unhappiness, but it wasn't joy, either. It was the exhilaration of the unknown. The fear of the fall; the hope for something more.

"Yeah." He nodded and took a deep breath. "I did." His voice could barely be classified as a whisper, but at least he'd admitted it. He looked a bit sick to his stomach, but Blair understood that. She was feeling nauseous herself. This was a lot like free falling. She didn't know where to go from here.

"Oh." She nodded in return and glanced away again. "Good," she whispered, clenching her hands in her lap. She needed to think of something else to say. She wanted to probe and force him to explain why he said it, and if he meant it. All of that seemed too daunting, though. So, for a while, they just sat there in the silence, watching the rain pelt the windows as it picked up.

Sometime later he started to stand up, and she reached for his hand to hold him in place. She couldn't let go of this moment yet. She couldn't coward out and let it pass her by.

"Do you?" Once again, she could barely get the words out. They got lodged in her throat and came out a raspy whisper. She looked up to where he was standing in front of her, and continued to hold his hand. He didn't try to move away. "Never mind." She shook her head, and dropped his hand. Now was not the time. They could figure this out later.

"Yeah." His voice sounded unnaturally loud, and she jerked her head up to meet his eyes again. He looked even more anxious than before, but she'd definitely heard him say it that time. "I do."

Blair nodded. She was a bit dumbstruck. She'd never really thought he'd admit it. She'd expected the crushing blow of defeat. She'd expected to be let down easily. She still worried about his reasons for telling her now, but she couldn't deny the truth in his eyes. He might look beyond sick with the situation, but he also had this look… like love. It felt like love too, when he sat back down beside her, and pulled her hand back into his.

"Me too." She turned to him quickly. She realized she hadn't said it back, and after everything that had gone on between them, she knew he'd need to hear it. "I do, too." She couldn't actually get the words out past her lips, but it seemed to be enough of an admission for both of them.

"How are you really doing?" He turned so his whole body was facing her, and he pulled on her until she backed into his arms and let him hold her. It felt right, but it also felt scary as hell. They'd opened a door, and Blair was flying blind now. What did she do with a Chuck Bass that loved her? It felt impossibly surreal.

"I hate it here." She almost laughed. That was the understatement of the century. "The doctors are nice, but I just… I want to be in my home, in my own life again. I want to be able to talk to Serena and…" She leaned her head back so she was looking at him. "And you," she admitted a bit shyly.

He brought his hand up to her shoulder and brushed her hair away before burying his face in her neck. He mumbled a quiet "Me too," as he snuggled into her. She closed her eyes, and allowed herself this comfort before forcing herself to speak again.

"I've been doing better, though," she told him, and he nodded against her neck. "I don't even know what better is…" She admitted tiredly. "I spoke with my father and…" She felt a harsh flow of emotion come up, and she tried to battle it down. She still didn't know what to do with her father.

Chuck kissed her neck, a soft gesture that both warmed and terrified her. She felt so close to him right then, but what happened beyond that moment made her uneasy. Chuck Bass wasn't a boyfriend kind of guy. She knew that. She even accepted that. She just wasn't sure what that left them with.

"You're tense." He pulled his head back up and twisted her around so they were face to face. "It is your father or…" He shrugged and looked away. He couldn't even say 'us'. That didn't exactly bolster her faith in their future.

"Us?" She said it for him, because she was sick of all the unsaid things. She already had too many relationships like that in her life. She hadn't chosen her mother, but she had chosen Chuck. She wouldn't let their relationship devolve into some non-communicative thing. She feared if she couldn't talk to him, they had nothing.

He nodded.

"You can't even say it." She wasn't trying to start a fight, but it bothered her more than she liked. For a while, she'd thought if he could just love her and admit it to himself then everything else would take care of itself. That had been naïve, and she understood that now. Love was just first cliff they had to jump over. Right now they were swimming in a sea of issues that neither one of them knew how to overcome. She couldn't believe just how screwed up they both were. It was a miracle they'd even made it this far.

"Say what?" He shot right back, and she could feel him growing rigid behind her. He turned to annoyance when he had no other reserves. "I already said it."

"It's like pulling teeth." She grumbled under her breath. Fighting wasn't on the agenda, but it was almost always easier than being raw and mature. She wasn't ready to be mature, and he sure as hell wasn't, either. They were both walking around in a pitch-dark room, stumbling over each other and themselves.

He sighed, and she saw complete exasperation on his face. "What more can I say? Tell me, and I'll say it. I came here tonight to be with you. You. No one else. I don't even want anyone else anymore, and that fucking terrifies me, Blair. I don't know what that means, or what I'm supposed to do with it. All I know is that I'm here. I'm right here with you… That's all I have." He shrugged, completely exhausted and out of patience. He moved her out of his arms and stood up. He was halfway across the room before she realized she needed to restart her brain and stop him.

"Wait!" She cried out to him, and he froze at the door but didn't turn around. He was done giving for the night. "You can't just lay that on me and walk out. Give me a minute to process." He turned to her slowly, and his face was set in a stubborn scowl. "I've waited for you for over a year. I'm sorry if I don't know what to do now," she half-yelled this at him, but she couldn't help herself. He'd completely rocked her with his confession.

"You started this!" He accused, and he sounded like a petulant child. Blair did her best not to laugh, but it burst out of her anyway. His scowl only deepened. "I don't find this funny," he told her, and then he sounded like a stern father. He was just as bipolar as she was.

"I…" She didn't know what to say. It all felt like too much, but at the same time not enough. She wanted to turn him into a romantic prince, spouting poetry and undying love. She wanted him to know exactly what to say and do to assure her that this was real, that he wasn't going anywhere. He wasn't perfect, though, and fairytales didn't exist in the real world. "I'm terrified, too," she admitted, because that was all she could get out. "I think about you too much. I want you too much. I just…" She huffed in frustration and wiped at a lone stray tear that had leaked out. "I love you, and I'm really, really scared." That was her truth, and he could do with it what he wanted.

He walked back toward her slowly, like he was measuring every step in case he decided to bolt. By the time he sat down beside her at the couch, she was glaring. It should not have been this hard. She hated that everything between them was always this hard. For once, she would have liked an easy declaration of love, followed by a nice and easy relationship, marriage, babies, beautiful penthouses, and all the money and power they could ever want. That was the future she wanted, but she knew better than to say it out loud to him then. Everything went by inches with Chuck. She had to gauge things carefully or they'd go way off course again. It was unfortunate they were both so volatile.

He sat down on the floor in front of her, and rested his back against the couch. She knew he'd done it on purpose. He didn't want to have to look at her, and in some strange way that made it easier for her, as well.

"What about your boyfriend?" He was back to sounding like a child, and it took a moment to follow his quick mood swing. He leaned his head onto the couch and glared up at her. He was actually pissed. She was too stunned to answer. "He is still your boyfriend, right? Serena says he is."

Blair grit her teeth. She was going to kill Serena. "Temporarily," she told him because she knew he needed to hear it, and it was the truth. Marcus was a great guy, but she'd barely thought about him at all while she'd been in there. Meanwhile, she'd been obsessing about Chuck's 'I love you,' and plotting out a future with him. It felt cold to her, but she tried not to think too much about it. She would have made Marcus miserable in the end. He was too nice, too uncomplicated. She was a mess.

"You can use my phone if you'd like." He pulled his phone out of his pocket and held it up to her. Blair just stared at it. "Or better yet, let me do it." Blair snatched it away and rolled her eyes.

"I'm not dumping him on your phone. That is just… that's mean. He's been good to me. A real friend." Blair hoped Chuck understood this. "I need to do this the right way. I'll talk to him when I get released… I don't care about him that way, Chuck, but I _do_ care about him." Blair wanted to be clear.

Chuck nodded and took his phone back. Her assurances that she was indeed going to break it off with Marcus seemed to placate him. She began smiling then. He was jealous. The great Chuck Bass was jealous. It felt too weird to be true, but there was no other explanation. It wasn't just his pride that was wounded; it was something deeper.

"You have no reason to dislike Marcus," she told him, waiting for a reaction. She knew she was pushing the limits of his tolerance, but she wanted more from him. She wanted him to be jealous. She needed to see it, maybe even hear it out loud.

"I don't dislike him. I don't care," he told her calmly, but there was an edge to his demeanor. He looked back at her again, and found her smiling before she could wipe it away. "Fine. I don't like him. I didn't like you dating him. It bothered me." It was clearly hard for him to get this out, but he made the effort for Blair, and she knew it.

She leaned down and quickly placed a kiss on his lips. She didn't linger, because she knew they couldn't go there yet. Her life was in a precarious place, and as much as she wanted to jump him – which she definitely did right then – she couldn't. She needed to get better, she needed to dump Marcus, and she needed to reclaim her life before she handed it back over to him. If she didn't find steady ground for herself, she knew it could never work with him. They'd sink each other.

"I hate when you talk to Georgina," she told him in kind, because she knew balance needed to be restored. They could so easily spin out into another argument if they weren't careful. Blair hated admitting her insecurities, but she knew she had to bring that wall down for them to ever get off the ground, and be what she desperately wanted them to be.

"Georgina?" He seemed genuinely surprised. "She's so… irritating." He grimaced at the thought, and Blair almost kissed him again. Of all the things he could have said to her right then, that had to be the best. "I never wanted her not for anything except – " Chuck stopped himself when he realized Blair was glaring. "I'm not going to lie to you, Blair. There have been a lot of girls."

Blair nodded. She really wished she could be indifferent and cool about this. "I know."

"You say you know, but you don't, really… I don't want what I've done to…" He fought for his words, and in the end he gave up. Communication was still a new concept for Chuck. "They never mattered. None of them. Not until you."

Blair really wanted to kiss him then and, against her better judgment, she went for it. She stood up, and stepped around him until she was lowering herself into his lap and straddling him. She linked her arms around his neck, and leaned in so their foreheads were touching. She brought one hand down to rest over his heart, and she felt it thumping against her hand. This was real. This was possibly the realest moment she'd experienced in her life.

"Kiss me," she whispered, and he was on her in a second.

His mouth fit perfectly against hers. This kiss didn't start off gentle or unsure like so many before it. He knew what he wanted, and he took it. Their bodies slid against each other, and she tightened her legs around him. His lips were ravenous against hers, rough one moment, then gentle, and then even more crazed. She could barely keep up with him, and that was thrilling.

He brought his hands into her hair and tangled it in his fingers. He held her head back, and wrenched his lips away from hers. She stared back at him, still desperate for more. It had gone past right or wrong. She just wanted. She needed. She tried to move toward him again, but his grip on her hair held her back. He watched her for a torturous few moments, before dropping his head to her neck and kissing a path down to her collarbone and then back up again. The gentle suction of his mouth against her skin was almost too much to take. She wanted to be kissing him again. She tried to force him back to her lips, but he wouldn't be hurried. He found a particularly sensitive spot and began nipping at it. Playful at first, and then so voracious that she knew he was marking her. When he was done, he worked his way along her jaw, until he finally landed on her mouth again. He only dallied there for a second before pulling back.

She could only stare. There was way too much space between them.

"I can't fuck you here." Blair flinched at his choice of words, but he softened almost immediately. He brought his hand up to her face and brushed the backs of his fingers along her flushed cheek. "It wouldn't be… right." He sounded pained when he said it.

Blair knew he was right. She wasn't even ready for this, if she was honest with herself. It was just so hard to be there with him with all those past barriers removed, and not just… jump him. Jumping him sounded so damn appealing. Especially right then when he looked all rumpled from their earlier activities. She'd messed up his hair, and her lip-gloss was smeared across his lips. She leaned in for a brief moment and allowed herself one more taste. It was like Eve and that damn apple. She just couldn't resist.

He kissed her back, but before they went up like a wildfire again, she stood up from his lap. They couldn't be sitting like that if she was supposed to think, and she knew he was having the same issue.

"We should get back." She was the first one to say it.

Chuck nodded and headed out of the room in front of her. She took a moment to gather herself, and smoothed her clothes and hair before following. He was waiting right outside the door, and she did her best not to smile at him but she couldn't stop herself. Things were nowhere near figured out, but she felt good. She actually felt like they had a fighting chance, and that was more than they'd ever had before.

They walked back into the room to find Serena, Carter and Nate sitting in silence. Nate was glaring at the wall, and Serena was pouting on the bed. Carter looked beyond furious. The second he spotted them he jumped out of his chair, and Blair knew he was going to explode.

"Don't you ever fucking leave me with these two alone again. Never again," he declared, looking Chuck straight in the eyes. "You think his bitching was bad while we were away, just wait until he's around _her_." He jerked his head towards Serena, but neither Nate nor Serena said a word. "Never again," he repeated.

Chuck nodded, and Blair could tell he sympathized. She was glad they had missed whatever melt down had occurred between Nate and Serena. She couldn't figure out how the happiest people she knew had become the most miserable. It kind of scared her, but she tried to push those thoughts aside. She and Chuck were nothing like Nate and Serena. They couldn't be.

"Thank God you're back," Serena whispered to her when Blair slid down onto the bed beside her.

"That bad?" Blair whispered back, and the girls were careful not to let their audience overhear them. The boys were busy whispering themselves though, so they didn't worry much. "I was hoping maybe…" Blair let the thought linger.

Serena shook her head, and wiped at her eyes. Tears were building, but she was holding them back. Blair was ready to smack Nate in the head.

"Almost New Year's," Carter called out to them a few minutes later. "Who's kissing me at midnight? Serena? Blair? Both of you?" He grinned at them and came towards them on the bed. They both tried to glare, but only ended up laughing. "You know I'm a much better choice than those two. Much more attractive."

"I'll pass." Blair wanted to kiss Chuck, but not in such a public way. She wasn't sure how their friends would react. Serena basically knew it all, but she wasn't sure what Chuck told Nate and Carter. Up until then, Carter hadn't exactly been supportive of a relationship. Blair was nervous to hear his commentary on their relationship now.

Serena turned on the TV, and they all stared at it as the countdown began. Nate continued to sulk in his chair, and Serena steadfastly ignored his presence. Chuck hung by the door, and Blair edged closer to him. He smirked at her, she and was surprised when he leaned down and brushed a gentle kiss against her cheek.

"Happy New Year," he whispered in her ear.

Blair pulled back and smiled up at him. "Happy New Year," she repeated.

The ball dropped, and Blair reached for Chuck's hand beside her. She slid her hand into his and held on tight. This would be their year.


	26. Author's Note Part III

Hello, everyone! I'm writing this quick author's note to keep you guys abreast of what is going on. This week's update is a bit behind schedule, because my real life responsibilities have me swamped. I'm hoping to have the next chapter all done and edited by this weekend. In the mean time, I've decided to start a twitter account for this story (and my others I guess), so I can post on the comings and goings of when a new chapter will be up, and you guys can ask any pressing questions you have. I'm not able to reply to individual reviews on , but I'm going to try to keep up with this account, and answer whatever comes up. Also, I wanted to say a big thank you to the girls at for featuring me as their author of the month. I did a little interview with them if you're interested in reading. I apologize for the delay. I know this week has been particularly dreary for some fans (myself included), but viva la CB!

Here is the link to website:

Here is the link to the twitter account: /bama02614


	27. The Storms Are Raging

**AU: I apologize for the extra long wait with this chapter. Life has gotten a bit busier lately, but I have a small break coming up, and I'm hoping to get a bit ahead with the chapters. Anyway, hope you all enjoy the chapter. **

**Fake Empire**

Chapter Twenty-Four.

___I could make you happy, make your dreams come true_

_Nothing that I wouldn't do_

_Go to the ends of the earth for you_

_To make you feel my love_

Freedom awaited her. Finally. It felt like forever since she'd been in her old life. In reality, it had only been three weeks and four days, but that was long enough for Blair to truly miss everything and everyone. She missed her bedroom, her shoes, her clothes, and most of all she missed her friends. She'd been allowed a few sporadic visits from Serena, but everyone else was off limits. Chuck had sent word through Serena that he was playing by the rules, and Blair wondered if that was to keep her out of trouble or to avoid her. Serena assured her it wasn't the latter, but Blair wasn't convinced. Every time things moved forward with Chuck, something always happened to send them catapulting backward. The fact that he hadn't taken off for parts unknown yet was a small comfort, but it wasn't nearly enough to convince her that this was going to work out.

"Alright, you're sprung!" Serena announced excitedly as she swept into the room with Eleanor lagging slightly behind her.

Blair's mother looked a bit put out with Serena's exuberance, and she wasn't even trying to hide the fact that she was nervous about Blair's homecoming. The doctors had assured her many times in the last week that Blair was ready to integrate back into her regular schedules, but Eleanor wasn't yet convinced. If it had been solely up to her, Blair would have stayed at least another month. Thankfully, Harold and the doctors had overruled her. Blair knew she was walking a fine line, though. One wrong move and her mother would have her back in here in no time.

Blair let out a long, relieved breath before grabbing her purse and linking arms with her best friend. Soon she'd be breathing the frosty New York air as a semi-free woman. She had no illusions about her life going back to exactly what it was before. Her mother was too paranoid to loosen the reigns so soon after her latest episode, but eventually Blair would have it all back… maybe she'd even have more.

Once the final paperwork was signed and the last clichéd goodbyes were said, Blair, Serena and Eleanor walked outside of the gates. Eleanor had a car waiting for them and instructed the driver to take them directly home.

"You're not coming?" Blair couldn't hide her surprise.

Eleanor shook her head. "I have a meeting I couldn't put off any longer. Your father is flying back in tonight, and he's going to pick you up for dinner… That's all I'm allowing, Blair. You're to go home and rest until he arrives. You'll have to catch up with your friends another day." She sent a warning look to both Serena and Blair.

Blair nodded. There was no use in fighting her mother when she got into this militant mode. Eleanor stepped into another car, and Blair and Serena got into theirs. The minute they were inside, Serena whipped out her phone and began texting like crazy.

"What are you doing?" Blair tried not to sound as panicked as she felt. She'd had a sneaking suspicion that Serena was planning a 'welcome home from rehab' party for her, and she wasn't pleased. She wanted to re-enter her new life in inches, not miles. The Chuck factor was also another huge stressor that she needed handle, not to mention the small detail of breaking up with Marcus. She still wasn't sure how to do that. She'd never had to dump a guy before. She didn't particularly feel sentimental about her time with Marcus, but she would miss his easy company. She'd never had to worry about what he was thinking or what he wanted from her. The sad truth was she'd never really cared. He'd allowed her to lead in their relationship, and she'd been comfortable with that. Chuck was not as easily managed. She feared he couldn't be managed at all.

"Small change of plans, but I'm sure everyone will be accommodating." Serena continued to mass text like it was her job, and Blair cringed.

"I told you I wanted low key. Remember?" Blair tried not to sound peevish, but her control was slipping. On a good day she could deal with an over-excited Serena, but she hadn't had many good days lately. Right now she needed quiet and time to think. She did not need the pressure of all of her not-so -close friends descending upon her to figure out just what in the hell happened to her. She knew the story about spending time with relatives would not appease the masses. They would be forced to accept it, but they would never believe it.

"Yes, and I heard you. This will be low key. I know for a fact that your mother's meeting is lasting well into the night. Her assistant said she had dinner and drinks planned and wasn't returning home until late. I'm betting she planned this all so she could avoid your father. Now, your father's plane doesn't get in until nine, and then it will take at least an hour to get baggage, a car, and get from JFK to your place. That gives us a good five hours to have an amazing time with our friends." Serena finished out of breath, and smiled widely. She was clearly proud of her careful planning.

Blair wanted to throttle her.

Serena's smile wobbled. "I thought you'd be happy…" Blair said nothing. She was scared if she opened her mouth, she'd just snap, and Serena really didn't deserve that. "Chuck's coming." Serena added as a last minute effort to change Blair's mood.

This news did the opposite, though. Blair wasn't ready to see Chuck. There were so many things she needed to figure out in her head before she tried to rearrange them in his. Dating Chuck Bass was like a minefield, and she still wasn't entirely sure he actually _wanted_ to date her. He loved her. He wanted her. Did he want to be a boyfriend, though? Blair hoped he did, but she knew better than to push the issue too hard. Every time she advanced, he retreated. She had to be smart with this. She had to think strategy. She couldn't do that with him in her house being so… Chuck. Her mind tended to get frazzled when he was around, and all better sense fled her.

"Cancel it," Blair demanded.

Serena just stared at her, agape. "I can't… Everyone is heading to your place now…" Serena looked completely horrified, and if Blair weren't so angry she would have felt bad. "I thought you'd want to have some fun. You're always complaining about being bored at the clinic…"

"You can't be that dense, Serena!" Blair exploded. All of her nerves were beyond frayed as she played out all the horrifying probabilities that awaited her. Chuck would act weird. She knew she could count on that. Carter would be crude. Her kind-of, kind-of-not friends would whisper behind her back. She'd feel like something on exhibit. Nausea roiled in her stomach.

Serena's face closed down, and she shifted her shoulders back like she was getting ready to battle. "I thought I was being a friend." Her tone was icy at best.

Blair still didn't back down. "I didn't ask you to invite anyone over to my house. In fact, I clearly remember telling you I needed a bit of time to decompress. I don't need Carter and Nate and CHUCK," Blair practically yelled, "running around my penthouse. Cancel it."

Serena shook her head. "I can't. There already heading over. Carter and Chuck are probably already there. Dorota agreed to let them in, and keep this our little secret… I'm sorry." Serena shrugged helplessly, but she was still clearly annoyed with Blair's churlish attitude.

Blair said nothing as she sunk back against the seats of the limo. Part of her was excited to see Chuck. She'd spent nearly every day for the past three weeks fantasizing about the next time she'd see him. Her dreams were very romance novel, though, and she knew they didn't resemble the reality at all. In fact, Chuck's attitude was likely to be frosty when he realized she hadn't called it off with Marcus yet. She almost called him right then just to get it over with, but the car pulled to a stop in front of her building, and she realized it was time to face the music.

Serena got out first, and then turned back to wait for Blair. Blair took a deep breath, did her best to steady her nerves, and then finally climbed out. The walk to the elevator seemed eternal, and the tension between her and Serena didn't help. She still wasn't thrilled with her best friend for doing this, but she needed one true ally when she went upstairs.

Blair turned to Serena in the elevator, and braced herself to apologize. Before she could get the words out though, a small smile curved on Serena's lips, and she nodded. "Me, too," Serena whispered just as the elevator dinged its final arrival and the doors began to slide open.

Serena reached for Blair's hand and laced their fingers as they stepped off. The foyer was empty, and, for a moment, Blair had hope that no one had arrived yet. If she could just have a moment to compose herself, the sickening feeling inside of her might die down to a dull ache. That was all dashed when Nate walked around the corner, a big grin on his face as he approached them.

"Welcome back," he greeted her fondly, uncharacteristically pulling her into a hug. Blair immediately smelled the pot on him and tried not to stiffen in his embrace. If Nate was high, that most likely meant Chuck was, as well. Just another factor to add to the equation.

"Thanks." Blair gave him the best smile she could manage, and he was too busy ignoring Serena to notice Blair didn't mean it. Blair looked between her two friends and frowned. She couldn't deal with their drama on top of her own. "You two should talk. Be mature." They both turned to her with guppy-like expressions on their faces. Nate looked irritated that she'd dared to mention the elephant in the room, and Serena just looked painfully embarrassed. Blair only felt bad for the latter.

"I'm mature," Nate announced in a decidedly immature fashion. In fact, he sounded like a five year old. Blair didn't find it amusing, but she did catch a small affectionate grin scatter across Serena's face for an instant before she forcefully wiped it clean.

"I'll go put your stuff in your room." Serena squeezed Blair's hand, grabbed her purse and walked past Nate like he didn't exist. Nate flinched.

"You're not being mature," Blair told him boldly. Her anxiety about her own life was making her snappish. Serena had been her first target. Nate had the unfortunate luck of being her next. She consoled herself with the fact that he kind of deserved it. He'd been making himself and Serena miserable for months, and no one was saying anything. Anytime Blair tried to voice her concerns to Serena or Chuck, they both shut her down. Serena was too scared, and Chuck was too indifferent. Blair was neither.

"Come on. You should smoke." Nate started to turn and pull Blair along with him, but she resisted. He eventually was forced to turn back and face her. He looked like a disobedient puppy awaiting his punishment. This softened Blair, but she didn't back down.

"I'm not saying you have to be with Serena. I just think you should try not to be such an ass to her. You guys have been friends for so long… Don't let … other stuff complicate it."

Nate nodded, and some of the haziness cleared from his eyes for a minute. "But it always does, Blair. You can't separate the two. Once you cross that line…" He let the thought linger, and Blair's heart constricted in her chest. She knew they weren't just talking about Nate and Serena anymore. "He told me, you know, about you guys…" Nate bashfully admitted, as he shuffled his feet in front of him.

"What did he say?" Blair asked too quickly. Her hard-won control was slipping more and more. The specter of Chuck was looming, and she was panicking. Nate was not helping. For some reason, she didn't like that other people knew. Serena kind of knew, but even she didn't know everything. Blair had been too afraid to share it, like if she did, it wouldn't exist anymore.

Nate grew more uncomfortable in front of her and ceased to meet her eyes completely. "Just that things are different now… I guess." Nate chanced a peak at Blair, and she was staring back at him, but not really seeing him. Her mind was already miles away. "I shouldn't have mentioned it. Not my business." Blair didn't miss the hint that he and Serena were none of hers, either.

"Is Chuck here?" She tried to sound casual.

"Kitchen." Nate nodded toward the back. Blair stared in that direction, and Nate looked up at the stairs. Neither moved. "I need to smoke." Nate disappeared back into the living room, and Blair slowly started to move toward the kitchen.

She found herself there way too quickly and almost turned around. She hated how scared she was to see him, but nothing ever felt comfortable now. If she thought being in love was supposed to be easy, she could now see it was the total opposite. The pressure level just shot to the sky when you got to this place. At least before, they had the pretense of being just friends. That was stripped bare from them now.

Before Blair could summon the courage to walk in, she heard Carter's obnoxious voice behind her.

"Skulking around in your own home, Waldorf?" He made a tsking noise. "I expected better. Don't tell me our friend Chuck has destroyed all your pride already." There was a challenging tone to his comments, and Blair immediately bristled.

"As if you'd know anything about pride. I can't believe you have any in yourself." She finished with a sweet smile that was intended to twist the knife. Carter just laughed, though. It was rare that she could actually get under his skin the way he did with her. "Go away, Carter," she resorted to her well-used tactic.

"I'm here to welcome you back." He grinned unrepentantly. "Don't I get a hug?" He moved in toward her, and she started to step back until Carter froze. He was still grinning, but he was no longer trying to hold her. Blair already knew what had stopped him. She could feel it the minute Chuck walked up. There was something new in the air, and Blair felt it throughout her body. It took everything in her to turn and face him, but she did.

"Hi." A hesitant smile flitted across her lips. The first genuine one of the day, but it was gone quickly. Chuck looked as remote as ever. She could hardly believe he was the same guy who had told her he loved her. Moment like that made it hard to believe he'd ever actually felt the emotions.

"You're such a grumpy fuck lately, Bass." Carter's tone was congenial, but there was tension in the air. Blair wasn't really sure where it was from, but she suddenly felt very out of place. "I was just saying hi. No need to get so… jealous." Carter took great relish in using the word.

Chuck's expression remained impassive. If Carter was getting to him, no one could tell. Blair wished she had that same control over her emotions.

"I think Nate's looking for you." Chuck's tone was indifferent.

Carter shrugged. "I'm fine where I am." He looked between Chuck and Blair and smirked. "Unless you two wanted to be alone..." Neither Chuck nor Blair said a word. Blair couldn't even look at Carter she was growing so uncomfortable. She found it hard to believe Chuck had confided in Carter, as well, but there was something knowing in his eyes. "Do you want to be alone, Chuck?" It was another challenge.

Chuck stayed silent and just stared Carter down. There didn't look to be too much heat in his eyes, but he clearly wasn't pleased, either. Blair wished he would just shut Carter down like he usually did, but for whatever reason he was holding his tongue.

"I guess he doesn't, Blair." Carter turned to Blair then, and he had the gall to look pitying. "Better luck next time. Maybe you should call up that boyfriend of yours. He seemed like a good guy. Boring, but not a total disaster like this guy." Carter wrapped an arm around Chuck's shoulders for emphasis.

Blair cringed inwardly. She didn't need any Marcus reminders. "Go away, Carter," she tried again, but her voice was barely a whisper. She hated him for pushing this right then. Her uneven ground was splitting even further. Chuck's apathy cut her.

Chuck shrugged Carter off, and finally turned on him. "Go find Nate."

Carter opened his mouth to say more, but something in Chuck's expression stopped him cold. He took one final look at Chuck and Blair, shrugged dismissively, and then sauntered away. A relieved breath escaped Blair before she could stop it. She'd felt suffocated by all that was going unsaid between the three of them, and she still didn't understand what was going on with Carter. Being competitive with Chuck was one thing, but he'd been bordering on cruel.

Blair was so caught up in her thoughts that she almost didn't notice Chuck turning toward her and stepping in closer. It was only when one of his hands clasped onto one of hers that she jerked her head up to meet his gaze. The aloofness that had so nauseated her before was replaced with something warmer. It was too much to hope for a smile, but he wasn't scowling, either.

"Hey." It was a half-whispered greeting before he closed the final inches between them and leaned in to kiss her. His lips felt feather light against her own. It was a hello and nothing else, but a surge of giddiness erupted inside of her all the same. There was something so much more special about his sweet kisses. It was like he gave them unconsciously without hope of something more.

She had to bite her lip to stop the giant smile that was dying to spread across her mouth. She knew playing it cool was essential to their interactions at that point. If she got too excited, he might panic. If she acted too cool, he would pull back. It felt very precarious, but also very exhilarating. She always felt one breath away from something momentous with him.

To deflect her chaotic emotions, she decided to ask about Carter's odd behavior. "What's wrong with him?" She did her best to sound mostly unconcerned. She wanted a return to their comfortable rapport.

A grim scowl stole over Chuck's face and Blair wanted to recoil, but she held her ground. He was still holding her hand, and pulling away didn't seem like a good idea. "He's an asshole. Don't worry about him." He sounded genuinely pissed off, and that surprised her.

"Does he know about…?" Blair stopped herself from saying us. She was scared that Chuck would ask her what they actually were, and she didn't have the right answer yet. She didn't imagine he did, either, which meant their pleasant encounter would sour quickly. She shrugged when she could think of nothing else to say.

"I don't know. I don't care." Chuck reeled her back in and dropped her hand to wrap both of his arms around her waist and hold her close. Being so close to him had her heart skittering around in her chest, and she knew her pulse was going off like a jackhammer. It was amazing how light-headed she could get with him. Everything just felt so new and different. Every emotion was a revelation, and most of them were welcome and exciting.

"He seemed… upset." She settled on the word, even though it didn't quite fit. She couldn't get over the uneasy feeling she got when she thought about the encounter with Carter. Something was definitely up, and from the way Chuck was acting, he knew what. He just didn't want to tell her, and that bothered her. It felt like the boom could be lowered on her at any time, and that was a sickening feeling.

"I don't care about Carter," he repeated, and to distract her he leaned down and kissed her again. This kiss wasn't just a hello. It was a hello, how are you, and Blair reveled in the increasing intensity. One minute he was holding her lightly in his arms, and the next he was pulling her in so close that every inch of her was aligned perfectly with every inch of him. The swoosh of his clothing crinkling against her own, the feel of his hair as she slid her arms around his neck, and the taste of his mouth against hers made her weak in his arms. She wobbled against him, and he backed her up a few steps until she was caught between him and the wall.

"Someone might come back…" It was a weak protest that she offered, out of breath as she was still reaching for more of him. He thankfully didn't heed it. A slight grin flashed across his face, and before she could process how amazingly sexy it was, he was kissing her again. Each kiss felt different with him. The intensity was always there, whether it was brief or slow and passionate. There was something so ingrained in him that just exploded into every act he committed himself to. Right now he was ardently committing himself to her, and Blair wasn't protesting.

She reached up on her tiptoes to get a better angle on their kiss, and he groaned in appreciation. The very fact that she was making out with Chuck Bass right outside of her kitchen, while all of their friends milled about, thrilled her. It felt dangerous and seductive. One of his hands crept from her waist, down her lower back and finally to her butt. It shocked her for a moment, and she briefly worried about the picture they would present to anyone who walked in, but then he was guiding her leg around his hip, and all thoughts fled. She wanted him in a way she'd seldom wanted anything in her life. In fact, she couldn't recall anything she'd ever needed so desperately as him. The urge to strip down and make love with him right then scared her. She pulled away before things could progress any further. Sex was one place in which she still didn't trust him. She wasn't sure she could survive him running away again.

"Slow down…" She whispered out of breath, forcefully pushing at his chest to get a little room. He took a step back, and she wiped her face, doing her best to correct her smeared lip-gloss. Her lips felt used and abused. It was a feeling she could really grow to love. No one had ever kissed her the way he did, like she was the very thing he needed to survive.

Blair smoothed down her clothes three times before she finally forced herself to look at him again. He had backed up against the other wall, and was just leaning against it watching her. His pose was so lazy that she never would have guessed he'd just been devouring her minutes before. That made her uneasy, and she did her best to push the thoughts away. If she let her insecurities rule her, she would never get through this relationship with him… if she could even call it that.

"You're frowning," he called her out. He didn't sound particularly worried or even interested, but the fact that he'd mentioned it meant that he was. Blair was slowly figuring him out.

"I'm not." She quickly shifted her expression and forced another fake smile. She was up to a running tally of seven for the day. By the end of the night, it would definitely be in the double digits.

He said nothing, but his gaze was all knowing, and completely frustrating. She hated when he looked at her like that. It made her feel see-through, and that scared her. Her cool façade was her best defense, and he never fell for it.

"I didn't expect a party." She decided this was partially true. Her nerves were frayed because of this impromptu gathering. She'd refrain from explaining the rest to him. "I just wanted… something more low-key," she explained with a shrug. She glanced away from him again, because he was staring straight at her. It was unnerving, and she worried about what he really saw.

"This can be low-key." He actually smiled at her then. It was meant to be comforting, she knew, but it turned her insides to jelly all the same. She found herself drifting towards him again, and once she got within reaching distance, he pulled her back in. His arms linked around her waist, and her body responded as if that was always where it belonged. Her addiction to him was only intensifying, and she didn't have the strength to fight it.

Blair leaned her in and rested her forehead gently against his. For a moment it felt like the easiest thing in the world. He was her Chuck, one of her best friends, the boy she loved… the boy she needed. It all made sense in those few seconds that she allowed herself to enjoy the reality of finally having him. Her anxieties were still there in the background, but they were muted by the feel of his body, the warmth of his gaze and the tickle of his breath. She wanted to live in that moment forever.

"I missed you," he whispered across her cheek as he leaned in to kiss the side of her face. It was a slow slide of his lips against her skin, and she closed her eyes as she privately reveled at the admission.

"You did?" She stayed leaning against him, their cheeks pressed and held. She felt vulnerable in that moment and almost pulled away, but some deeper instinct held her in place. If she ran from him in fear, she could never expect him to stay.

"I did," he confirmed, and she felt his arms tighten around her. He was hugging her, taking her in, and it was a heady feeling. She'd always dreamed of being cherished and revered by some dashing prince. He gave her that right then. He made her feel loved. He made her feel wanted.

"I'm glad," she admitted. "I missed you, too. I was going a little crazy, actually." She immediately regretted the words and tensed in his arms. She wished that speaking of emotions came easy to her, but it never had. Her mother had always been cold and remote, and Blair had learned from an early age that affection and endearments were not easily given. Her father had tried to compensate, but he'd never been around in the same way her mother. Eleanor made Blair who she was today, and right then she wished she could change that more than anything. She wanted to hand her heart to Chuck without fear, but she couldn't do it.

Chuck seemed to sense her discomfort, because his hands began rubbing up and down her back in a soothing manner. "I almost broke in a few nights ago." Blair was so startled that she pulled back from him so she could meet his eyes. For a second they were guileless before he instinctively shut her out again. It felt like he was slamming a door in her face, and that hurt, but she still didn't cower.

"Why'd you do that?" She tried to sound conversational, like this didn't mean the world to her, but she was sure she failed. He shifted uncomfortably before her, but he never dropped his arms from around her waist. The contact felt like a lifeline. As long as they were touching, they would be okay. They would survive this torture they were forcing themselves to endure.

He looked down for a second before looking back up again. She could see that he didn't want to explain, so it was a surprise when he began to talk again. "I got a little drunk with Carter and Nate… It seemed like a good idea at the time."

Blair smiled in spite of herself. She'd love to see him drunk, inhibitions lowered. She hoped one day he'd feel secure enough to be that way with her. "Why didn't you do it then?" Her tone was casual but flirtatious, and that earned her a grin from him. It felt hard won.

"Carter talked me out of it. Nate thought it was a great idea. He was going to be the getaway driver." Chuck was smirking, and Blair was smiling. It felt almost perfect, but not quite real. His expression turned sour then, and Blair braced herself. "Carter's been an ass ever since."

Blair's heart sunk. She didn't need Carter's approval, but it worried her that one of Chuck's best friends hated the idea of them together. She wished she could write it off as jealousy, but nothing was ever that easy with Carter. He'd always been sure that Chuck could never be what Blair needed, and it seemed his opinion hadn't changed.

"He doesn't think we should do this." The words slipped out before Blair could think better of them. They sounded whiney and insecure, and she desperately wanted to get away from Chuck then. She didn't want him to know that she cared what Carter or anyone else thought, since he clearly didn't.

"Carter's wrong." Chuck was so emphatic that she whipped her head back up to face him. His expression was hard but resolved. Chuck reeled her back in closer so their faces were just inches apart. Her entire body started to heat up again, but she forced herself to remain calm. As tempting as kissing him was, this conversation needed to be finished.

"He's your best friend… He knows you. He knows me… Don't you think it's what everyone is going to think? That I'm an idiot, and you've lost your mind. I just…" Blair shook her head, and looked down again. It felt weak to admit any of that, especially to him. He seemed to impervious to the feelings of others.

"Blair…" He said her name softly, and then waited. Finally, she bolstered herself and slowly lifted her head until they were eye to eye. "Maybe they're right." Her heart sunk and she tried to pull away, but he held her in tight. "I can't promise you that this is going to be easy or… I can't promise you much of anything, but I want this. I want you." Blair nodded, but something inside of her still felt hollow. His desire for her was obvious, but the fact that he was just as unsure about their future as she was scared her. How did they have any chance at all if neither of them even thought it was possible?

"Maybe we shouldn't do this," she whispered miserably and averted her eyes. She was terrified he was going to agree with her, and then everything she'd been looking forward to would vanish again. Their relationship couldn't even be termed a bookmark in her life at this point. It was still so fragile. It could disintegrate at any moment.

"Look at me," he demanded, and his voice was stern and flat. Nervously, she looked up, and their eyes locked. She waited for his response, and prepared herself for the worst. She would survive him. "Do you want to be with me?" Blair nodded, because it was the truth and she saw no point in denying it. "Then fuck Carter, and anyone else who doesn't like it. No one else gets to me the way you do. It's been like that since I met you. I don't get it. I don't know what to do with it, but…" He took a deep breath and refocused himself. He was struggling, but he wasn't giving in. "This is right. Don't you feel that?" He drew her hands from her sides and brought them up to his chest. "Don't you?" He whispered as he lowered his head and slowly took her lips in another kiss.

She nodded, whispering, "Yes."

He kissed her again, slow and steady, becoming so familiar in the best possible way. Blair knew right then that she would love him forever. She knew she couldn't expect it to always be easy, nor could she even expect the relationship to last forever, but she knew the way she felt for him would never fade. It was so ingrained in her. He was hers, and she was his. It didn't feel safe or easy to hand herself over to him like this. It scared her to death, actually, but she couldn't stop herself. Nothing had ever felt as right as this. Nothing ever would again. She was sure of it.

"Oh, there you are." A giggling Serena appeared at the end of the hall, and she had Poppy Lifton right beside her. Poppy's eyes were practically bugging out of her head. "I guess we had bad timing. You look to be in a better mood, though." Serena was so high that Blair had to forgive her for her embarrassing comments. Besides, Blair was in a much better mood.

"Did you need something?" Chuck's imperious voice broke through Serena's giggling, and then all eyes were on him. Blair tensed in his arms. Serena was one thing, but Poppy Lifton was a gossip, and every word Chuck spoke would be repeated ten times over. Blair cringed at the gossip that was about to be stirred, and promised herself she'd hold her head high no matter what.

"I need to borrow your girlfriend." Serena trotted down the hall as if she hadn't just made the biggest blunder possible. Blair sucked in a quick breath, and felt her stomach tighten again.

Girlfriend. Chuck would not like that. Blair expected him to immediately snap out something cruel. He wouldn't do it to hurt her, but she knew him well enough to know his pride wouldn't allow such an assumption. Chuck Bass didn't have girlfriends, and if that was what she became, then she was sure it would not be a widely publicized fact. She was alright with that, especially now with how new everything was. Hell, technically, she was actually someone _else's_ girlfriend.

"Girlfriend?" Poppy repeated, not even trying to hide her shock or glee at that juicy piece of gossip. She was waiting on Chuck to respond and barely even looking at Blair. It was clear she thought Serena must have misspoken.

Chuck remained silent, and Blair waited in misery.

"Blair?" Poppy turned toward her when she realized Chuck wasn't going to respond.

Blair shook her head, and opened her mouth to negate it, but Chuck stepped in before she could.

"Girlfriend," he repeated. His voice was firm, and his face was deadly calm. No one could miss the authority behind what he said, or the fact that he absolutely meant it. He turned back to Blair and kissed the side of her forehead before dropping his arms from around her and walking away. He passed by Poppy without another word, and she just stared after him open-mouthed, not even trying to hide her shock.

"Girlfriend?" She said it again, her voice barely a squeak.

"Oops. I guess it was a secret?" Serena smiled dopily at Blair, but there was something cunning behind that. Blair wasn't entirely sure that Serena had made a mistake at all. That both infuriated her, because it had been so risky, and made her love Serena all the more, because it had paid off so dearly.

"I can't believe this." Poppy was edging towards insulting, and Blair was getting irritated.

"Why not?" Serena challenged. "Anyone with eyes can see he's crazy about her." Serena shrugged, blowing the entire exchange off. "You're needed in the living room. Everyone wants to welcome you back, and tell you how amazing you look after your brief sojourn in Europe." Serena winked, and Blair cracked a smile.

"Lead the way," Blair agreed, and Serena grabbed her hand to pull her along. Poppy Lifton trailed behind them, that same stunned expression on her face. Blair knew the second she got to the others, she'd spread news of the encounter like a wild fire. Soon everyone would know that Chuck Bass had a girlfriend that, and more shockingly than that, it was Blair Waldorf. Or maybe that wouldn't surprise them at all. Blair didn't know anymore. She just knew that she felt a bit insane at that point; everything was turning and she was trying to twist to the beat, but the rules kept changing. Chuck was changing. She was changing. Everything was changing.


	28. I'm In Too Far

**AN: It feels like everything that could possibly have happened to delay this chapter happened. As most of you know I've been suffering from Strep for the past few weeks, and I'm currently dealing with a head cold on top of that. Cold weather does not agree with me apparently. So, after all that and a ton of other crazy real life delays I've finally managed to get this chapter finished. Hopefully it'll be worth the wait. **

**Fake Empire**

Chapter Twenty-Five.

___You were the first, you'll be the last  
Wherever you go, I'll be with you  
Whatever you want, I'll give it to you_

Blair stood across her living room from Chuck and tried to pretend that she was listening to what Poppy Lifton was going on and on about. It was a futile attempt, though. She couldn't stop glancing in his direction. He was off to the side sipping his usual drink and holding court with Carter, Nate and Gabriel. Blair wished more than anything he would look at her, smile, come over and save her from this inane conversation she could barely keep up with. He wasn't doing any of those things, though. He hadn't spoken one word to her since he announced she was his girlfriend, and she didn't know what to make of that.

The world 'girlfriend' was just so… weird. She never really thought it would come out of his mouth, and she'd been okay with that. She knew being with Chuck wouldn't amount to any of the conventional dreams she had. He'd never be one of those doting boyfriends who said all the right things and did everything she wanted him to do. Truth be told, if he were one of those guys, she probably wouldn't have fallen in love with him. Half the attraction with Chuck was how unpredictable he was. Sometimes he infuriated her, sometimes he broke her heart, but he always made her feel alive. He got to her in a way no one else ever had, and Blair had already bargained with herself that that would be enough. She could settle for being Chuck's _whatever_, instead of his girlfriend. The fact that she didn't have to settle set her spinning.

It wasn't even the usual insecurities where Chuck was involved. She didn't doubt that he meant it. Chuck would never have made such a public proclamation if he didn't mean it. She still wasn't sure what girlfriend entailed to him, though. How was she supposed to act? She doubted he knew either since, as far as she knew, she was his first. That made her smile, and unfortunately, Poppy Lifton chose that moment to pay attention.

"I really can't believe you snagged Chuck Bass. You'll have to tell me your secret." Poppy leaned in with a conspiratorial smile, like she and Blair were the best of friends, and Blair did her best not to cringe. She wasn't confiding anything to that viper.

"You'll have to ask him," Blair responded coolly and sipped on her drink. Poppy nodded, taking the setback for what it was worth. Blair understood the older girl's attitude. Before Chuck's announcement, Blair had just been Blair Waldorf. Sure, she was cool enough to hang out with, but nothing so special as to really earn Poppy's attention. Now, Blair was Blair Waldorf, Chuck Bass's girlfriend, and that made her a hot commodity. Poppy wanted to be the first to spread the gossip, which meant she was leeching herself to Blair for all she was worth.

"I just might," Poppy smirked.

Nate appeared like a beacon of hope at her side, and Blair turned a genuine smile in his direction. Any distraction from Poppy's grilling was welcome.

"Enjoying your party?" Nate was still high, and his eyes had that dewy, clouded over look that usually annoyed Blair. "Turned out pretty good." He motioned to the rest of the room that was occupied by her nearest and dearest, most of whom she didn't particularly like.

"Serena shouldn't have." Blair's smile became tighter, but she kept up the façade. More than ever, she wanted everyone to disappear so she could be alone with Chuck before her father arrived.

Nate laughed softly, and Blair got the feeling that he understood. He turned to Poppy then, and she immediately preened at his attention. "Poppy, I think Gabriel was looking for you." He motioned in the other direction.

"Oh?" Poppy's entire face lit up. "I'll go see." She leaned in close to whisper in Blair's ear before she left. "We'll have to chat more later." She winked, and then sashayed away like she owned the place.

Blair finally relaxed, letting her face fall into a glare. They would not be chatting later.

"She's harmless." Nate broke into her thoughts and handed her a refreshed glass of champagne. Blair was barely touching the stuff that night, but thankfully no one had noticed yet. She just kept getting new glasses and swishing them around until they were warm.

"She's annoying," Blair bit back, and didn't even try to hide her unease.

"Everyone's curious about Chuck Bass's girlfriend." He smirked at Blair as her mouth dropped open in surprise. "It's already made the rounds. I'm sure even Dan Humphrey knows. Can't wait to read the next column."

Blair groaned, taking a large swallow of her drink. "I'll kill himl" she grumbled, but it lacked all heart. "I wish everyone could just… leave us alone." It came out a bit whiney and petulant, but Blair couldn't be bothered to care. She was on overload.

"Us, huh?" Nate laughed, and Blair popped him hard in the arm. He still kept smiling, though. "I think it's good." He sobered up, and she could tell he was genuine when he spoke. "You're good for each other – or, well, you're good for him. He might corrupt the hell out of you."

Blair felt herself smiling without meaning to, and she began to loosen up again. She felt like she could be herself with Nate, and he wouldn't judge her. It was nice to be able to discuss her relationship with Chuck with someone who might actually understand. Serena tried, but Serena would never truly get Chuck, and that made things hard.

"It'll probably crash and burn." Blair said flippantly, watching Nate carefully for his reaction. He said nothing, just stared back at her. "Truthfully, what do you think? Me and Chuck… it could work?" Blair hated how insecure she sounded, but she trusted that Nate wouldn't use it against her.

"Truthfully?" Nate checked, and Blair immediately nodded. "I think if anyone could make it work with him, it would be you." Blair wanted to ask what that meant, but others joined their conversation then, and she didn't have the chance.

Still, for the next half hour that was all she could think about. Nate knew Chuck better than anyone, maybe even better than Blair, and his words hadn't exactly been encouraging. They hadn't been _discouraging,_ either. She hung onto that, and when Poppy Lifton started to make a beeline for her again, she sucked up all her courage and finally headed over to Chuck.

Chuck was talking with Carter and Gabriel still, and Blair felt gauche just butting into their conversation, but she couldn't deal with another Poppy encounter.

"Hi." She greeted all three with a winning smile and did her best to seem at ease. This was her house after all, and Chuck was supposedly her boyfriend. It should have been easier, but nothing ever felt easy to her. It was always an uphill battle, and she was starting to get worn out.

"Finally got your courage up?" Carter baited her right off the bat, and she did her best not to glare. It was fine to do in private, but Gabriel was not a close friend, and she didn't trust him to be discreet.

"I don't know what you mean." Blair tried to turn her back to Carter so she was only facing Gabriel and Chuck, both of whom were watching the former interaction intently.

"Sure you do, Blair. Don't be shy now. I have it on good authority that Bass here is finally going to make an honest woman of you – or should I say girl? I don't know if you could be qualified as a woman yet. Can she Chuck?" Carter turned his acid tongue on his friend, and Blair tried not to cringe.

Chuck said nothing. He just stood there silently glaring at Carter. Carter glared back. Blair shifted uncomfortably, knowing it was about her, but also knowing there was nothing she could do to dispel the tension. Carter's problem was with Chuck, not her. He was just using her to get to Chuck. Gabriel looked the most uncomfortable of all, and Blair could see he was glancing around for his quickest possible exit.

"Carter, don't." Blair broke her silence and practically pleaded with him.

"I told Serena I'd find her later. Excuse me." Gabriel extricated himself as quickly as possible, and Blair watched helplessly as she was left alone with Carter and Chuck. Neither one of them looked happy. In fact, she was worried an altercation could actually break out if they kept glaring the way they were.

"If you have a problem with how I'm living my life, why don't you just come out and say it, Carter?" Chuck threw down the gauntlet, and Blair watched in fascinated horror as Carter picked it up. It had been boiling to this point for a while, but Blair had always hoped their confrontation would come in private when she wasn't around. She was scared of what she might hear.

"Okay, then." Carter smiled cruelly at Chuck, and it was as if Blair wasn't even there anymore. "It's pathetic how far the mighty has fallen. I can't believe you're actually willing to throw away everything for a girl. She's beautiful, but she's not worth it. I can assure you."

Blair flinched but said nothing. She turned to glance at Chuck, who was still just standing there mutely.

"Nothing to say?" Carter taunted.

"Are you finished?" Chuck asked calmly.

"Just beginning," Carter snapped right back. "You talk about being free to do what you want, take what you want, but you're pissing it all away. You really think you can be you, and still have her? You're delusional. You'll fuck it up, or you'll be a good little boy and hate yourself for it. You weren't made to be domesticated. It's not in you." Carter finished with a flourish, and people began to gather around them, clearly sensing something was about to happen.

Serena sidled up to Blair and leaned down to whisper in her ear. "What's going on?"

Blair just shook her head in silent dread.

"Done?" Chuck was gritting his teeth and his cool demeanor was faltering. He was going to lose it, and everyone was enthralled by the sight. Blair hated it, though. She knew the only thing worse than losing it to Chuck would be losing it in public.

She couldn't watch anymore. "Don't." She moved in close to Chuck and pulled on his arm. She didn't care if she looked like a weak, clinging girlfriend. She had to stop this train wreck.

"Already pulling your strings." Carter sounded sickened.

"Shut up, Carter." Blair turned the full blast of her fury on him. "Just shut up." She was practically shaking with anger.

"Okay, everyone." Serena stepped in before it could become more of a scene. "I have more booze in the kitchen, follow me." Serena began to lead the way from the room but no one was following. She turned back to them quickly. "Let's go," She nearly yelled, and that was so unheard of for Serena that people actually listened.

Finally, it was just Carter, Chuck, Blair and Nate who decided to stay behind. Blair felt a little bit better, but she still wanted nothing more than to stop this from happening all together. If Chuck had a little time to cool down she knew he'd get over Carter's transgression, but if Carter kept pushing and Chuck actually lost control… that would be unforgivable in his eyes. Blair was furious at Carter, but she knew his friendship meant a lot to Chuck, and she didn't want to be the cause of an argument like this.

"You both need to cool down," Nate stepped in with a cajoling tone. "Carter, you're drunk, and you need to shut the fuck up." Nate grabbed for Carter's arm to pull him away, but Carter shook him off. "Fine." Nate threw up his hands and backed off.

Blair watched him in horror and shook her head. "No…" She whispered, hoping Nate would try again. Nate didn't, and it was back to Carter and Chuck just glaring at one another.

"You can't even defend yourself." Carter kept pushing.

Blair felt Chuck completely tense up in her arms, and she instinctively backed away from him. She knew the time for stopping them was over, and she was out of her league. She stepped over by Nate, waiting for everything to fall apart.

She didn't have to wait long.

"Defend myself?" Chuck's voice was like ice. It shattered all around the room, and Blair shivered where she stood. He was something beyond anger at that point. Carter had crossed some invisible line that Blair hadn't even realized was there.

"You can't deny I'm right. You're running after her like a little lost dog, begging her to love you. It's disgusting. I don't even recognize you."

"You sound like a jealous bitch, Carter." Chuck told him with barely restrained rage. "Pathetic? Isn't that you? Are you jealous that she didn't want you? Or, are you worried I won't have enough time for your whims anymore? Which is it?" His voice rose and cracked like a whip around them.

"You used to be the King of all of this," Carter waved his arms around the opulent world they all lived in, "and now what are you?" He sounded more desperate than angry as he spoke.

"This," Chuck motioned around him just as Carter had, "is still all mine. She's mine, too. It must kill you that I have everything, and you still have nothing. Still second best. Second place. Still," Chuck emphasized and stepped in closer to Carter, "not good enough." Chuck moved back then, resting his steely black eyes on Carter. He was waiting, maybe even anticipating his next strike. Blair could tell he was so amped up he was taking a kind of pleasure in this now, and that nauseated her. It would hurt later, of that she was sure.

Carter slunk back, and Blair could see that he was defeated. Chuck had hit him at his lowest point, and he'd lost all his verve to fight. Blair almost felt bad for him, but not quite. He'd brought this on himself, and she reminded herself that he'd been none too kind to her.

Nate stepped back in then. "Come on." He wrapped his arm around Chuck's shoulders and forcibly pulled him out of the room. Neither boy looked back at Blair or Carter.

Blair shifted uncomfortably for a moment as she tried to decide what to do next. She wanted to talk to Chuck, but she thought it best to let Nate calm him down first. She didn't feel like dealing with the others in the kitchen, and she definitely didn't want to deal with Carter. She had just decided to head up to her room when Carter called out to her.

"What?" She turned to him in surprise.

"He'll disappoint you." For the first time that night, Carter didn't sound cruel or angry. He sounded sad, and for that reason alone Blair didn't walk away. "He won't be able to keep this good guy act up."

"Maybe it's not an act." Blair shot right back. Everything inside of her was screaming at her to run. Nothing good could come of this conversation, but she was unnaturally curious to see what Carter would say. Maybe she needed to hear it, if only to brush it aside as paranoid delusions.

"You really think he's capable of loving you?" Carter was looking at her like she was an amusing child. He shook his head as if the idea was foolish.

Blair stood her ground. "He does love me. I love him." It shocked her when she said it out loud, but it also made her feel stronger. She loved Chuck. She didn't love some good guy version of him; she loved the whole screwed up package. She felt strong in that feeling.

"Then maybe you really are just a little girl. You don't understand him. You never will." Carter seemed so sure in this assumption.

Blair smiled at him, and it was an unkind expression. "I understand him in ways you can't. I love him, and whether you believe it or not, he loves me. He chose to love me. He doesn't have to be lonely and miserable with you anymore. Get over it, Carter." Blair told him harshly, and then turned on her heel and fled the room.

She made it up to her room with a jump in her step and exhilaration running through her veins. She'd stood up to Carter, and she'd won. She'd survived the clinic. She'd survived her family falling apart. She'd survived this damn party. She was alive. She was strong. She was actually smiling when she closed her bedroom door behind her, and then jumped in fright when she saw someone standing at her window.

"Chuck," she squeaked in surprise. She glanced around for Nate but didn't see him anywhere. "You're alone?" She asked.

He turned to look at her finally and nodded. She nodded back, though it was unnecessary, and then they both stood there awkwardly watching one another. After a few minutes passed, she forced herself to walk over to him, and once she made it there he reached out and pulled her into his arms. She swayed back against his chest gently, and he wrapped his arms around her waist, holding her as they both looked out over their city.

"I apologize for Carter," he whispered against her ear.

She tensed for a moment in his arms, and then relaxed again. "He doesn't matter to me. I don't care what any of them think," Blair said the words and hoped that one day they would be true. "You called me your girlfriend." She giggled to herself, because it still sounded so unnatural.

"Did I?" His voice was teasing when he responded, and she tilted her head back against his chest so she could see his face. He was grinning down at her. "I guess you are… aren't you?" There was a trace of vulnerability in the question, and Blair clung to it like a lifeboat. She wasn't in this alone.

"I want to be… I'm not exactly sure what that means, though," she admitted.

He laughed softly, and it was a beautiful sound. Earlier she'd worried Carter was going to ruin them, like he was somehow going to be able to convince Chuck that he'd made a horrible mistake. The fact that Carter hadn't even been able to make a dent warmed Blair. Chuck was hers. She had him. She was planning to keep him forever, whether he knew it or not.

"You've had boyfriends. In fact," he twisted Blair around in his arms so they were face to face, "you still do, don't you?" It was a pointed reminder, and Blair looked down with a blush. Only she could find herself in this situation. "You can dump him any time now, Blair." He was teasing her, but she didn't miss the fact that he was deadly serious at the same time. He wanted her dump Marcus, and if she didn't do it soon, he was going to do it for her.

"I've been a bit busy lately, Chuck," she pointed out. "I'll call him tonight and set up a time to see him tomorrow."

Chuck frowned. "Why do you need to see him? Tell him on the phone." His voice was all authority, and Blair bristled at the command.

She pulled out of his arms completely and squared off against him. "That would be rude."

"I don't care," he shot right back. Neither was backing down.

"I'm meeting him." Blair wasn't sure why she was fighting this so hard, but it felt important. If she gave into him now, maybe she would always give into him. Eventually she'd lose who she was, and she wasn't willing to do that. Some part of her knew he wouldn't like that, either. He'd lose respect for her, and without that she wasn't sure he'd love her. She knew she wouldn't love herself.

"Fine." He sent her a deceptively appeasing smile and pulled her back into his arms. He leaned down and brushed his lips against her neck, causing her to shiver. "I'll come with you," he whispered, and before she could protest, he pulled her around and pressed his lips against hers.

Blair tried to shove him away for a moment, but his mouth was persuasive and soon she found herself kissing him back. His hands found their way into her hair, and for a brief moment she worried about him messing it up, and then it felt so good that she _wanted_ him to mess it up. She looped her arms around his waist, and held herself as close to him as possible. Every touch felt so good, so freeing. Desire was a heady thing, and when Chuck used it against her, she was putty in his hands.

His kisses turned harder, more taking than giving, and she felt his hands come around to her blouse. He was just starting to unbutton it when the door flew open, and Serena and Nate came into the room. Blair shoved away from Chuck as quickly as possible, and he just stood there mid kiss, looking very pissed off.

"Hi," Blair greeted her friends with a too bright smile, haphazardly beginning to rebutton her shirt and smooth down her hair.

Serena was laughing where she stood. "Oops."

Chuck glared. "Don't you knock?" His words were razor sharp.

Serena was undaunted, however. "I didn't realize you'd be molesting Blair. My apologies. Just thought you'd both like to know that Harold has arrived. Maybe I should invite him up? He'd probably love to get an eyeful of this." Serena was doing her best to taunt Chuck, but she was only flustering Blair more.

"My father is here?" Blair felt a bit faint.

Serena immediately realized her blunder and began soothing. "Don't worry. Nate and I will keep him occupied until you're… presentable." Serena giggled again, because she couldn't help herself. Then she grabbed Nate's hand, and dragged him out of the room with her. He was smirking like a jackass as they went.

"I'm not fond of her." Chuck told Blair semi-seriously, and she did her best to smile in return. Her mind was all over the place. She was scared of seeing her father, scared of her father seeing Chuck, and mentally trying to decide what dress would look best for the evening.

"You can hide up here until he leaves," Blair told Chuck as she hurried into her closet and began sorting through her clothes. Nothing looked just right, and she was about to call down for Serena when Chuck came in behind her.

"This one." He pulled a simple black dress down and handed it to her. Blair looked at it for a moment, before deciding it actually would be perfect, and smiling at Chuck in thanks. She walked out of the room and into the bathroom to change. "And I'll be coming with you," he called to her.

Blair stopped mid-change and burst out of her bathroom. She didn't much care that her shirt was half-undone, and her skirt was unzipped at the moment. Chuck definitely noticed, but she tried not to acknowledge that, either. He could _not_ go with her.

"No." She shook her head emphatically. "My father doesn't know about us. Not really. I don't think he'd be… receptive." Blair tried to put it as nicely as possible. "He has, after all, bailed you out a time or two." She reminded him.

Chuck shrugged. "I'm your boyfriend. Boyfriends meet disapproving fathers. It'll be fine." He seemed so unruffled about the entire thing that all Blair wanted to do was shake him. "As much as I enjoy the state of your undress, he might come up here looking for you. You should finish up." Chuck took one last leisurely look up her body, and then nodded toward the bathroom.

Blair numbly headed back in. She couldn't fight him on this, and if she was perfectly honest with herself, it might be nice to have a support system there with her. Things were so strained with her father still.

"Or you could change out here. I could help." He added, sounding absolutely lecherous.

Blair smiled to herself. "You wish," she called back breezily, and pulled her dress up. She inspected herself in the mirror and decided her hair would have to do. She reapplied her lip-gloss and put on her favorite pair of earrings before returning to Chuck.

She walked over to him, and turned her back to be zipped. Truthfully, she probably could have managed herself, but then she wouldn't have seen Chuck looking at her like that, and she really liked how he looked at her. It made her nervous and jumpy, but it also made her feel wanted. It was a perfect combination.

She did her best to appear cool and unaffected as he slowly slipped the zipper up her back. He was purposefully running the back of his hand against her bare skin, and it took everything in her not to shiver. He knew that too, if the smirk on his face was any indication. It sometimes worried her when she thought about the disparity in their experiences. He'd slept with so many she would never want to know an actual number, and she'd only slept with him.

He finished zipping her, and then pulled her around to face him. "What?"

"What?" She smiled back at him, and leaned up to peck his lips for good measure.

He just looked at her. She was growing to hate that look. It was like she could never be alone with her own thoughts. He just sensed something was wrong, and then for some reason he couldn't leave it alone until she spilled her guts. It bothered her because she knew she'd never be able to do the same with him. He hid his emotions too well, and even when she knew something was wrong, he rarely shared.

"We have to go meet my dad." She started toward the door, but he snagged her hand and reeled her back in. He still had that damn look. "It's nothing," she sighed from sheer frustration. That was a conversation she never wanted to have with him. He might get too honest, and then she'd really be miserable. Knowing he'd slept with Georgina was bad enough.

He stared hard at her for another minute, but when she didn't relent, he finally let it go. "Alright." She wasn't sure what he was agreeing to, but he placed his hands on her waist and guided her the rest of the way out.

Blair pushed all thoughts of Chuck's sexual exploits out of her mind and focused on the task in front of her. She had to tell her father that Chuck Bass was her boyfriend. She had a feeling he wasn't going to like it. Chuck relinquished his hold on her as they descended the stairs, and she took a deep breath before facing her father.

Harold was standing in the foyer with Nate and Serena, and turned the minute he heard Blair coming. The smile on his face froze the second he spotted Chuck with her. "Blair bear?"

Blair smiled at him weakly. "Hi, Daddy."

Harold looked between Chuck and Blair, having nearly convinced himself they were just friends, when Chuck reached out and laced his fingers through Blair's. It was unmistakable.

"Mr. Waldorf." Chuck greeted her father politely, but Harold just stared at their entwined hands.

"We're gonna go…" Serena cut in, and once again reached for Nate to drag him out.

"See you later," he said to them all, and mouthed 'call me' to Chuck. He was smirking again, and Blair got the distinct impression that he was enjoying her and Chuck's torment.

"Well…" Harold tried to recover himself. "Three for dinner?"

Blair nodded a little over eagerly. Chuck remained silent.

Harold's head bobbed up and down in affirmation. "Well," he repeated.

And they were off.


End file.
